Contract
      No. 003011028901

    


    Fixed
      Asset Loan Contract

    


    Party
      A:
      Wanxing bio-pharmaceutical company

    Party
      B:
      China industrial and commercial bank

    


    Content

    	1.  	
            Party
              A’s representations and warranties

          


    	2.  	
            loan
              classification

          


    	3.  	
            loan
              intention

          


    	4.  	
            loan
              amount and term

          


    	5.  	
            loan
              interest

          


    	6.  	
            withdraw
              conditions

          


    	7.  	
            withdraw
              arrangement

          


    	8.  	
            Returning
              of loan 

          


    	9.  	
            surety
              ship

          


    	10.  	
            both
              parties’ rights and responsibilities

          


    	11.  	
            contract
              breach

          


    	12.  	
            contract
              effectiveness, modification, revoking and
              termination

          


    	13.  	
            dispute
              settlement

          


    	14.  	
            others

          


    	15.  	
            supplementary
              articles 

          


    


    In
      accordance with the needs stated in Clause 3.1, 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 responsibilities, 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  Party
      A’s representations and warranties

    1.1  As
      a
      legally established enterprise, Party A has the legal rights to execute this
      contract.

    1.2  The
      intended project has been approved by the government.

    1.3  All
      the
      project inspection reports, evaluations and financial statements and information
      provided are accurate, correct and complete. 

    


    2.0 Loan
      classification

    2.1  the
      loan
      under this contract is fixed asset loan

    


    
      3.0Loan
        intention

    

    
      3.1The
        loan under this contract is intended to be used for Recombinant
        Human Interferon 2a 

    

    
      3.2Without
        written approval by Party B, Party A shall not change the intended purpose
        of
        using the loan.

    

    


    
      4.0Loan
        amount and term

    

    
      4.1The
        total amount of loan is TWENTY-EIGHT Million RMB (RMB
        28,000,000.00)

    

    
      4.2The
        loan is in 48-months term, from May 23 2000 to May 23 2004.

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.0
      Loan Interest

    5.1
      The
      loan interest shall be defined once per year.

    5.1.1
      The
      interest of the first year is 6.633% (includes all the loans paid within one
      year from the effectives of this Contract) 

    5.1.2
      The
      interest rate for the other years (from the actual day of the first withdraw)
      will be adjusted by Party B in accordance with the legally regulated interest
      rate. The notice of interest rate modification will be sent to Party A in
      written format in 30 days. However, the effectiveness of the interest rate
      modification shall not be affected by the facts of noticed received or not
      by
      Party A.

    5.2
      Interest of the loan under this Contract shall be calculated on a daily basis,
      and shall be cut-off each quarter. The cut-off day is the 20th
      day of
      the last month of each quarter. The accumulated interest shall be paid with
      the
      principle by the end of the term.

    5.3
      Interest of the loan shall be calculated from the day of withdraw.

    5.4
      in
      case of 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.

    


    6.0
      Withdraw conditions

    6.1
      in
      prior to each withdraw, Party A shall meet the following
      conditions:

    6.1.1
      Warrant the Contract is legally established and in effect.

    6.1.2
      Principle and other capital of the intended loan have been fully prepared and
      ready to be used. 

    6.1.3
      The
      cost is not in overrun, or in case of overrun, capitals for the extra cost
      has
      been secured. 

    6.1.4
      The
      progress of the Project in on schedule

    6.1.5
      The
      required procedure in applying for loan withdraw is completed

    6.1.6
      No
      events happened which may breach the contract.

    6.1.7
      All
      the materials required by Party B are provided.

    


    7.0
      Withdraw arrangement

    7.1
      Loan
      withdraws under this Contact shall be performed as following:

    7.1.1
      Party A will withdraw the entire loan in one time on May 25, 2000, and deposit
      the entire loan under his bank account in Party B’s branch.

    7.2
      Party
      shall withdraw the loan in accordance with Clause 7.1. In case of special
      reasons, Party A shall submit written application, upon Party B’s written
      approval, withdraw can be postponed or advanced. 

    7.3
      in
      case Party A wishes to cancel the total or part of the loan, he shall make
      a
      written application in 30 days prior to the withdraw date, the loan only can
      be
      canceled upon Party B’s written approval. 

    7.4
      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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.0
      Loan payback

    8.1
      Source of capital which Party A needs to payback the principle and interest
      of
      the loan is from, but not limited to:

    8.1.1
      __

    8.2
      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

    8.3.1
      Party A shall payback the entire principle and interest in one time on May
      25,
      2004. 

    8.3.2
      In
      case of payback the loan in installments, the payback amount and date are as
      following:

    8.3.2.1
      BLANK

    8.4
      In
      case Party A wishes to payback the loan in prior to the due date, he shall
      submit a written application to Party B for his written approval.

    8.5
      N/A

    8.6
      principles paid back in advance shall be deducted as per Clause
      8.3.2

    8.7
      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.

    


    9.0
      Surety ship

    9.1
      The
      suretyship type: guarantee mortgage. 

    9.2
      Party
      A has responsibility to help Party B in signing surety contract (No.
      003011028901) with the surety party.

    9.3
      in
      case the surety is changed which may against the interest of Party B, upon
      Party
      B’s notice, Party A shall provide other surety to Party B’s
      satisfaction.

    


    10.0
      Both parties’ rights and responsibilities

    10.1
      Party A’s rights and responsibilities:

    10.1.1
      Withdraw and use the loan in accordance with the contract
      regulations

    10.1.2
      shall not payback the loan in prior to the due date without written approval
      from Party B

    10.1.3
      Accept Party B’s investigation and audit regarding the use of the
      loan

    10.1.4
      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.

    10.1.5
      Support Party B’s involvement in project budgeting and actual cost auditing,
      project bidding and final project acceptance. 

    10.1.6
      Return the loan including principles and interests. 

    10.1.7
      bear all the related cost under this contract, including, but not limited to,
      notarization, appraise, evaluation, registration and others.

    10.1.8
      For all the payment inquiry letters issued by Party B, Party A shall return
      the
      receipts in three days.

    10.1.9
      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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.1.10
      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.

    10.1.11
      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.

    10.1.12
      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.

    10.2
      Party B’s rights and liabilities

    10.2.1
      require Party A to provide all the related information

    10.2.2
      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

    10.2.3
      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.

    10.2.4
      provide the loan on time and in full amount in accordance with the contract
      clause, except delayed by Party A.

    10.2.5
      maintain all the information regarding debt conditions, financial conditions,
      production and operations in confidential, except permitted by the contract
      or
      bylaws.

    


    11.0
      In breach of Contract

    11.1
      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.

    11.2
      in
      case Party A delayed in withdraw the loan from Party B as per Clause 7.1, Party
      B has the rights to charge the postponed withdraw penalty using contract defined
      interested rate on a daily basis and 

    11.3
      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

    11.4
      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.

    11.5
      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 ____ on a daily basis, interest on
      a
      compound basis. 

    11.6
      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
      ____ on a daily basis, interest on a compound basis.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.7
      in
      case of 11.6 and 11.7 occurs simultaneously, Party B shall choose the one that
      has severer penalty, but cannot apply both.

    11.8
      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.


    11.8.1
      provide balance sheet, income statement and other financial materials with
      fake
      information or hide important information.

    11.8.2
      not cooperate or reject Party B’s auditing regarding the use of the loan,
      operation and financial conditions.

    11.8.3
      Without Party B’s approval, transfer or disposal, or threatening to transfer or
      disposal his major asset or capitals. 

    11.8.4
      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.

    11.8.5
      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.

    11.8.6
      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. 

    11.8.7
      Involvement of major financial entanglement or financial conditions deteriorated
      which may affect or threaten Party B’s credits

    11.8.8
      Other actions may affect or threaten Party B’s creditor’s right.

    


    12.0
      contract effectiveness, modification, revoking and
      termination

    12.1
      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.

    12,2
      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:

    12.2.1
      Party A goes out of business, company is dismissed, production is stopped,
      production permit is revoked or canceled;

    12.2.2
      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;

    12.2.3
      Other severer breaching actions 

    12.3
      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. 

    12.4
      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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    13.0
      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.

    


    14.0
      Others

    BLANK

    


    15.0
      Supplementary Articles

    15.1
      this
      supplementary articles are part of the contract, and have the same legal effect.
      

    15.2
      in
      case of the withdraw date or return date is not workday, then it shall be
      deferred to the next following workday.

    15.3
      the
      contract is in __ copies. Both party has one copy, and has 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)

    


     

    May
      23,
      2000


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Contract
      No. 003011028901

    


    SURETYSHIP
      CONTRACT

    


    Surety
      (Party A): Jintian Industrial (Group) holding Co., Ltd.

    


    Address:
      23-26 floor, Jintian Building, 1199 Heping Road, Shenzhen,
      P.R.China

    


    Legal
      representative: Huang Hanqing

    


    Creditor(Party
      B): 

    Address:
      

    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
      (contract No. 003011028901, 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 28.0 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 48 moths, from May 23, 2000 to
      May
      23 2004. 

    


    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 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 _FIVE_
      copies.
      Both party has one copy, and has the same legal effect

    


    Party
      A: Jintian Industrial (Group) holding Co., Ltd. (stamp)

    Legal
      representative: (signature)

     

    


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

    Legal
      representative: (signature)

    


    May
      23,
      2000