Maximum
      Value Mortgage Contract

    


    China
      Construction Bank Shanghai Branch

    


    


    Contract
      #: 51043002071

    


    Mortgagor
      (Party A): Shanghai wanxing bio-pharmaceutical Com., Ltd.

    Address:
      58-4705 Yang Gao North Road

    Legal
      Representative: Yang Banjun

    Tel:
      5834
      9772

    


    Mortgagee
      (Party B): China Construction Bank Shanghai Yangpu Branch

    Address:
      1288 Changyang Road

    Postal
      code: 200090

    Manager:
      Cui Zhuxi

    Fax:
      6519
      0548

    Tel:
      5508
      2580

    


    Mortgagor
      (Party A): Shanghai wanxing bio-pharmaceutical Com., Ltd.

    Mortgagee
      (Party B): China Construction Bank Shanghai Yangpu Branch

    


    To
      secure
      Party B’s credit right, Party B is willing to provide maximum mortgage guarantee
      for the debt between creditor Party A and the debtor Party B. In accordance
      with
      the applicable law and regulation, after
      reaching an agreement through negotiations,
      Party A
      and B agree to enter into this Contract, and be obligated by its
      clauses.

    


    Article
      1. mortgaged goods

    Party
      A
      is taking the assets described in Clause 16 “ mortgaged goods list” as mortgage.


    Party
      A
      guarantees that he has the legal possession and disposal rights to the mortgaged
      goods.

    Party
      A’s
      mortgaged goods are free from possession rights argument, being closed down
      or
      be detained. 

    


    Article
      2. guaranteed credit

    	1.  	
            The
              credits under guarantee were created when Party B issued a series of
              loans
              to Party A during Oct. 17, 2002 to Oct. 16, 2004. The maximum value
              is RMB
              30 million. 

          


    	2.  	
            At
              any time of the period described above, as long as the remained credit
              of
              Party B is less than the maximum value amount, Party B can continuously
              and circularly issuing loans to the debtor. Party A shall provide mortgage
              guarantee, within the limit of the maximum value, for the loans issued
              by
              Party B, no matter how many times of loan issued, amount of each time,
              and
              due date of each loan is within the period or not. 

             

            The
              remained credit including the loan
              principles, interests (compounded interest and penalty interest), default
              penalty, compensation, and other cost Party B expensed to realize the
              credit (include but not limit to litigation cost, arbitration cost,
              asset
              protection, business trip expense, enforcing cost, appraisal cost and
              auction cost).

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	3.  	
            should
              the debtor fail in performing the contractual obligation, no matter
              whether Party B has other guarantee (includes but not limit to guarantee,
              mortgage, pledge, bond, credit letter or other guarantee modes) for
              his
              credit under the Main Contract, Party B has the rights to require directly
              Party A to take on his guarantee obligation within the
              scope.

          


    	4.  	
            Within
              the above mentioned period, the Main Contract shall be the contract,
              agreements or other legal document signed between Party B and the Debtor.
              

          


    


    Article
      3. Mortgage term

    Mortgage
      term shall be expired in two years starting from the expiration date of the
      litigation right of the credit. 

    


    Article
      4. Main contract’s signing and amendments 

    The
      loan
      amount, term, interest rate and intended purpose is defined in the Main Contract
      signed between Party B and the Debtor.

    


    Party
      A
      acknowledge that signing or amending the Main Contact between Party B and the
      Debtor shall be considered as agreed by Party A. there is no necessary to notify
      Party A, and his guarantee obligation shall not be reduced or exempted.


    


    Article
      5. Independence of the contract

    This
      contract is independent to the Main Contract, and its effectiveness shall not
      be
      affected by the invalidation of the Main Contract. In case the Main Contract
      is
      invalid, Party A shall still be responsible for the debt created by the debtor.
      

    


    Article
      6. Safekeeping of the mortgaged goods.

    Within
      the mortgage term, Party A shall properly keep the mortgaged goods from damage,
      and receive Party B’s inspection at any time. In case the mortgaged goods are
      damaged, lost or evidently devalued, Party A shall promptly notify Party B,
      and
      provide Party B with additional guarantee at a value equivalent to the
      devaluation within 20 working days.

    


    Article
      7. Insurance for the mortgaged goods

    Within
      the mortgage term, before the debt has been fully repaid, Party A shall purchase
      asset insurance for the mortgaged good in accordance with the applicable law
      and
      regulations. Before the guaranteed credit has been fully received, Party A
      shall
      not stop or revoke the insurance. In case the insurance expire before the credit
      has been fully realized, Party A shall extend the insurance.

    


    Within
      the mortgage term, original copy insurance certificate shall be kept by Party
      B.

    


    Party
      A
      shall instruct the insurer to note on the insurance certificate that Party
      B is
      the primary beneficiary of the insurance. In case of the accident, the insurer
      shall deposit the compensation directly to Party B’s banking account. For the
      insured mortgaged goods which didn’t put Party B as the primary beneficiary,
      modification change Party B as the primary beneficiary is
      necessary.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Regarding
      the insurance compensation, Party A acknowledges that Party B has the rights
      choose the following options, and shall assist Party B in administration
      procedures,

    	1.  	
            To
              fully repay or fully repay in advance the debt principles and interests
              and related cost under the Main Contract.

          


    	2.  	
            To
              put as fixed deposit, the voucher shall be used as
              pledge

          


    	3.  	
            Upon
              consent from Party B, to repair the mortgaged goods in efforts to restore
              the value.

          


    	4.  	
            To
              be withdrew by a third party appointed by Party
              B.

          


    	5.  	
            After
              new guarantee provided to Party B’s satisfaction, the insurance
              compensation then can be disposed solely by Party A.
              

          


    


    Article
      8. Third party damage compensation

    Within
      the mortgage term, if the mortgaged good is devalued because of a third party’s
      activity, the damage compensation shall be deposited to Party B’s banking
      account. Regarding the damage compensation, Party A acknowledges that Party
      B
      has the rights choose the following options, and shall assist Party B in
      administration procedures,

    	1.  	
            To
              fully repay or fully repay in advance the debt principles and interests
              and related cost under the Main Contract.

          


    	2.  	
            To
              put as fixed deposit, the voucher shall be used as
              pledge

          


    	3.  	
            Upon
              consent from Party B, to repair the mortgaged goods in efforts to restore
              the value.

          


    	4.  	
            To
              be withdrew by a third party appointed by Party
              B.

          


    	5.  	
            After
              new guarantee provided to Party B’s satisfaction, the insurance
              compensation then can be disposed solely by Party A.
              

          


    


    Within
      the mortgage term, in case the mortgaged goods was devalued by third party’s
      activity and the new value is not enough to fully repay the debt under the
      Main
      Contract, Party A shall re-provide guarantee to Party B’s satisfaction. The
      original mortgaged good with remained value shall still be as the
      guarantee.

    


    Article
      9. Mortgaged goods disposal

    	1.  	
            Within
              the mortgage term, Party A shall not bestowal, transfer, leasing,
              repeatedly mortgage, moving out or dispose the mortgaged goods in other
              means without approval from Party B.

          


    	2.  	
            Within
              the mortgage term, Party A shall obtain Party B’s written approval before
              disposing the mortgaged goods. Regarding the income gained from disposing
              the goods, Party A acknowledges that Party B has the rights choose
              the
              following options, and shall assist Party B in administration
              procedures:

          


    	a.  	
            To
              fully repay or fully repay in advance the debt principles and interests
              and related cost under the Main Contract.

          


    	b.  	
            To
              put as fixed deposit, the voucher shall be used as
              pledge

          


    	c.  	
            To
              be withdrew by a third party appointed by Party
              B.

          


    	d.  	
            After
              new guarantee provided to Party B’s satisfaction, the insurance
              compensation then can be disposed solely by Party A.
              

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
      10. Realize the mortgage credit

    Should
      one of following occurs, Party B has the rights to dispose the mortgaged
      goods:

    	1.  	
            Entire
              or partial of the debt principles or interests on due, Party A failed
              to
              fully repay the debt.

          


    	2.  	
            Other
              occasions that allow Party B to realize the credit in
              advance.

          


    


    Article
      11. Default liabilities

    Within
      the mortgage term, in case Party A violates Clause 1, 6, 7, 8 and 9, Party
      B has
      the rights to require Party A to take corrective actions, provide additional
      guarantee, pay the compensation, and Party B also has the rights to dispose
      the
      mortgaged goods in advance.

    For
      the
      fund gained from disposing the mortgaged goods, Party A acknowledges that Party
      B has the rights choose the following options, and shall assist Party B in
      administration procedures,

    	1.  	
            To
              fully repay or fully repay in advance the debt principles and interests
              and related cost under the Main Contract.

          


    	2.  	
            To
              put as fixed deposit, the voucher shall be used as
              pledge

          


    	3.  	
            To
              be withdrew by a third party appointed by Party
              B.

          


    	4.  	
            After
              new guarantee provided to Party B’s satisfaction, the insurance
              compensation then can be disposed solely by Party
              A

          


    


    Article
      12. Registration and revoking registration

    The
      mortgaged goods shall be registered in accordance with the legal requirements.
      After the contract signed, both Parties shall have the mortgaged goods
      registered. After the Contract entered into effect, Party A shall hand over
      the
      original copies of related certificate and registration document to Party B.
      

    After
      the
      entire debts under the Main Contract has been fully repaid, Party B shall timely
      work together with Party A to revoke the registration.

    


    Article
      13 cost 

    Cost
      related to appraisal, notarization, insurance, registration, safekeeping and
      delivery shall be borne by Party A.

    


    Article
      14. Others

    BLANK

    


    Article
      15. Dispute settlement

    Should
      disputes arise in performing the contract, negotiation shall be referred first
      to settle the disputes. In case the dispute cannot be settled through
      negotiations or mediation, it shall be settled following _1_
      below:

    	1.  	
            Through
              litigation procedures at the local court where Party B is
              located.

          


     

    During
      litigation or arbitration, those clauses which are not disputed shall still
      be
      in effect. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
      16. List of mortgaged goods

    


    The
      list
      of mortgaged goods is as following:

     

    
      	
              Name

            	
              Property
                Certificate and No.

            	
              address

            	
              value
                showing on the invoice

            	
              Appraised
                value

            	
              Value
                under other guarantee

            	
              notes

            
	
              Buildings
                

            	
              HuFangDiPu(2000)

              No.
                069354

            	
              58-4705
                Yang Gao North Road

            	
              BLANK

            	
              RMB
                42,884,900.00

            	
              BLANK

            	
              BLANK

            


    

    


    Article
      17. after meet the following conditions, the Contract will come into
      effect:

    	1.  	
            The
              Contract shall be signed by the legal representatives of both Parties
              and
              stamped. 

          


    	2.  	
            the
              mortgaged goods under “mortgaged goods list” have been registered.
              

          


    


    Article
      18. This contract is in TWO copies.

    


    Article
      19 Declaration. 

    	1.  	
            Party
              A understands clearly Party B’s scope of business and authorization.
              

          


    	2.  	
            Party
              A has read through the contract, especially the clauses in BOLD fonts.
              As
              requested by Party A, Party B has made explanations to some clauses.
              Party
              acknowledges that he fully understand the meaning of the contract clauses
              and related legal liabilities.

          


    	3.  	
            Party
              A has the legal rights to sign this
              contract.

          


    


    Signatures
      and Stamps of both parties.

    


    Party
      A:
      Shanghai wanxing bio-pharmaceutical Com., Ltd.

    Legal
      Representative: Yang Banjun

    Oct.
      17,
      2002

    


    Mortgagee
      (Party B): China Construction Bank Shanghai Yangpu Branch

    Manager:
      Cui Zhuxi

    Oct.
      17,
      2002