Contract
      No. blank 

    


    Current
      Capital Loan Contract (4) 

    


    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.9, 2004 to Jan. 7, 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. 29041100008101
      and 29041100008102) 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.
      9,
      2004

    Jan.
      9,
      2004


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Contract
      No. blank

    


    SURETYSHIP
      CONTRACT 4

    


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

    


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

    


    Legal
      representative: (signature) 

    


    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. 9, 2004 (contract No. 29041100008 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. 9, 2004 to
      Jan.7, 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.
      9,
      2004

    Jan.
      9,
      2004


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Contract
      No. blank 

    


    SURETYSHIP
      CONTRACT 4

    


    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. 9, 2004 (contract No. 29041100008, 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. 9, 2004 to
      Jan.
      7, 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

    


    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.
      9,
      2004

    Jan.
      9,
      2004