Agricultural
      Bank of China #9

    Loan
      Contract

    


    


    Contract
      # 2003 0090

    Debtor:
       Shanghai
      WanXing Bio-pharmaceutical Co. Ltd.

    Creditor: Agricultural
      Bank of China, Shanghai Wujiaochang branch

    


    In
      accordance with the applicable law and regulation, after
      reaching an agreement through negotiations,
      the
      Debtor and the Creditor agree to enter into this Contract, and be obligated
      by
      its clauses.

    


    Article
      1. the Creditor agrees to issue the following loan to the Debtor:

    	1.  	
            Category:
              short-term current capital loan

          


    	2.  	
            Purpose:
              current capital turn-over

          


    	3.  	
            Amount
              (in full-form characters): RMB Thirty million (RMB
              30,000,000.00)

          


    	4.  	
            loan
              and repayment term:

          


    
      	
            	a.	
              From
                May 16, 2003 to May 14, 2004

            


    

    
      	
            	b.	
              In
                case the loan amount, issuing date and repayment date stated in the
                contract is in discrepancy with the one shown on the loan voucher,
                loan
                voucher has the priority. Loan voucher is one part of the contract,
                and
                shall have the same legal effect. 

            


    

    
      	
            	c.	
              In
                case the Debtor wishes to repay the funds ahead of due date, he shall
                submit written application to the Creditor. Approval from the Creditor
                shall be obtained. The interest rate remains the same if case of
                repayment
                in advance.

            


    

    	5.  	
            interest
              rate:

          


    
      	
            	a.	
              The
                annual interest rate under the contract is 5.841%. For short-term
                loan,
                interest rate shall be the contractual rate. For mid-term or long-term
                loan, interest shall be adjusted yearly in accordance with the regulated
                interest rate by People’s Bank of China. For the first year, contractual
                interest rate shall be applied. After that the Creditor shall determine
                the interest rate for the following year in accordance with the regulated
                interest rate, and keep the Debtor
                informed.

            


    

    
      	
            	b.	
              Loan
                interests under this contract shall be settled on a quarterly basis.
                The
                settlement date is the 20th
                day of the last month of each
                quarter.

            


    

    


    Article
      2. unless the following prerequisites are satisfied, otherwise the Creditor
      has
      the rights to refuse providing the loan to the Debtor:

    	1.  	
            The
              Debtor shall open a general banking account in the Creditor’s branch. All
              the loan related transactions shall be through this banking
              account.

          


    	2.  	
            Prior
              to each withdraw, the Debtor shall fill in the loan voucher, and have
              all
              the required files and document ready.

          


    	3.  	
            In
              case there is mortgage or pledge exists under this contract, the Debtor
              shall, as required by the Creditor, complete the registration and/or
              insurance. In addition, the mortgage or pledge guaranty shall be remain
              in
              effect.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
      3. The Creditor’s rights and liabilities

    


    	1.  	
            The
              Creditor has the rights to know the Debtor’s business and financial
              conditions, stock and using of the loan. he also has the rights to
              require
              the Debtor to regularly provide financial statements and other material
              and information.

          


    	2.  	
            The
              Creditor has the rights to withdraw the funds directly from the Debtor’s
              banking account in the event that the Creditor, in accordance with
              this
              contract, wishes to withdraw principles, interests, penalty interest,
              overdue interest, compounded interest and other applicable costs.
              

          


    


    Article
      4. Debtor’s rights and liabilities

    	1.  	
            the
              Debtor has the rights to withdraw and use the loan as agreed in the
              contract 

          


    	2.  	
            The
              Debtor shall repay the loan principles and interests on time. In the
              event
              of special occurrences where the Debtor is incapable to repay the fund
              within the term and wishes to extend the term, he shall submit an
              application in 15 days ahead of the due date. An agreement
              on extension of the Loan term shall be entered into upon Party B's
              approval of such application

          


    	3.  	
            The
              Debtor shall pay the interest on the settlement
              day.

          


    	4.  	
            The
              Debtor shall use the loan for the purpose as
              agreed.

          


    	5.  	
            The
              Debtor shall provide true and complete financial statement and other
              related information, material to the Creditor. The Debtor also shall
              cooperate with the Creditor on his inspection of the business and
              financial activities and the use of loan.

          


    	6.  	
            in
              the event that the Debtor, before full repayments of the funds, wishes
              to
              introduce the practice of contracting, conduct leasing operations,
              enter
              into joint operations, restructure equity, merge with (acquire) other
              entities, enter into a joint venture (cooperative arrangement), split
              into
              separate entities, setting up a subsidiary, transfer title to property,
              reduce capital, termination or dissolution and filing for bankruptcy
              or
              conduct any other activities that can affect the Creditor’s credit rights,
              he shall inform the Credit in written format. Unless agreed by the
              Creditor, and repaid the entire debts, otherwise, such activities above
              are prohibited. 

          


    	7.  	
            besides
              the events described in the above clause, for any other events which
              may
              endanger the normal operation or impact negatively the Debtor’s
              liabilities to repay the debt, such as out of business, business license
              being cancelled, legal representative or major manager involves in
              illegal
              activities, company involves in major litigation, operation and business
              encounters serious difficulties, or financial condition deteriorated,
              the
              Debtor shall notify the Creditor in written format. The Debtor shall
              also
              secure the sources and measures to repay the
              debt.

          


    	8.  	
            During
              the term of this contract, in case the Debtor wished to mortgage or
              pledge
              provide guarantees to other parties, and these guarantees may affect
              his
              abilities to repay the debt under this contract, he should notify the
              Creditor in written format, and obtain the Creditor’s
              approval.

          


    	9.  	
            The
              Debtor and its investors shall not transfer capitals, transfer title
              to
              property or transfer shares without approval, so as to escape his
              repayment obligation.

          


    	10.  	
            During
              the term of the contract, any change to the company name, legal
              representative, address and business scope shall be informed in written
              format to the Creditor.

          


    	11.  	
            In
              the event that the surety is out of business, business license being
              cancelled or suffering business loss, or loss the guarantee capability
              entirely or partially, or mortgage or pledge under this contract is
              devalued, the Debtor shall promptly provide other guarantees to the
              Creditor’s satisfaction.

          


    	12.  	
            The
              Debtor shall bear all the costs related to attorney, insurance, delivery,
              assessment, appraisal, registration, and
              notarization.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
      5
      default liabilities.

    	1.  	
            When
              the Debtor is performing his obligation, the Creditor fails in proving
              the
              agreed funds on time and in full amount, which caused business loss
              to the
              Debtor, the Creditor shall pay a default penalty to the Debtor according
              to the default amount and delayed days. The calculation of the default
              penalty shall be the same as the penalty interest on overdue
              debt.

          


    	2.  	
            should
              the Debtor violates any one of the contract clause, the Creditor has
              the
              rights to stop issuing the loan, recall the repayment ahead of the
              due
              date or take other measures to protect the credit
              rights.

          


    	3.  	
            Should
              the debtor fails in repaying the principles on time, the Creditor have
              the
              rights to charge overdue interest at a daily rate of 0.021% for the
              overdue interest.

          


    	4.  	
            Should
              the Debtor misuse the loan on purpose other than agreed on, for the
              misused portion, the Creditor has the rights to charge penalty interest
              at
              a rate of 0.05% during the misuse period.

          


    	5.  	
            For
              the overdue interest, the Creditor has the rights to charge compounded
              interest.

          


    	6.  	
            should
              any one of the sureties violates the contractual obligations, and doesn’t
              take any corrective action after notification from the Creditor, the
              Creditor has the rights to stop issuing the loan, recall the repayment
              ahead of the due date or take other measures to protect the credit
              rights.

          


    	7.  	
            should
              litigation is used by the Creditor to realize the credit, the attorney
              cost, travel cost and other related costs shall be borne by the
              Debtor.

          


    


    Article
      6. Loan suretyship

    suretyship
      mode for the loan under this contract is guarantee suretyship. Suretyship
      contract shall be signed separately. 

    


    Article
      7. Dispute settlement

    Any
      dispute arising between the two Parties out of performance under this contract
      shall be settled through negotiation or mediation. In case through the
      litigation, the dispute shall be settled at the local court where the Creditor
      is located.

    


    Article
      8. others

    BLANK

    


    Article
      9. Contract in effect

    The
      contract shall come into effect after signed by both parties.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
      10. This contract is in 4 copies, each party has one copy, and the surety holds
      one copy. All four copies have the same legal effect.

    


    Article
      11. Notes 

    The
      Creditor has reminded the Debtor to make a comprehensive and accurate
      understanding of the contract clauses, and has made contractual explanations
      as
      requested by the Debtor. Both parties have common understanding of the
      contract.

     

    Both
      Parties’ stamps and signatures

    


    Date:
      May
      16, 2003

    Signed
      at: 1128 Xiangyin Road


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Suretyship
      contract

    Contract
      # 2003-0055

    


    Creditor: Agricultural
      Bank of China, Shanghai Wujiaochang branch

    Surety:
       zhongyou
      Longchang (group) holding Ltd.

    


    To
      guarantee the loan contract (hereinafter Main Contract, contract # 2003-0090)
      signed between Shanghai WanXing Bio-pharmaceutical Co. Ltd. (hereinafter the
      Debtor) and the Creditor to be fully preformed, and to protect the Creditor’s
      credit rights, the surety is willing to provide the guarantee for debt between
      the Creditor and the Debtor. In accordance with the applicable law and
      regulation, after
      reaching an agreement through negotiations,
      the
      Surety and the Creditor agree to enter into this Contract, and be obligated
      by
      its clauses.

    


    Article
      1. Debt category and amount

    The
      debt
      under the guarantee by the surety is short-term
      capital loan RMB Thirty Million.

    


    Article
      2. Guarantee scope

    Scope
      of
      guarantee under this contract is the entire principles and interests of the
      debt
      under the Main Contract and overdue interest, compounded interest, penalty
      interest, default penalty, damage compensation and attorney and litigation
      cost
      spent by Party A to realize the credit.

    


    Article
      3. Guarantee mode

    Guarantee
      mode under this contract is joint guarantee.

    


    Article
      4. Guarantee term 

    	1.  	
            The
              guarantee term is two years after the Debtor competes his obligation
              under
              the Main Contract. 

          


    	2.  	
            the
              guarantee term under bank acceptance bill, accrediting guarantee deposit
              and bond shall be two years after the payment made on the Debtor’s
              behalf

          


    	3.  	
            The
              guarantee term for the discounted commercial acceptance bill shall
              be two
              years after the expiration date of the discounted bill.
              

          


    	4.  	
            In
              case the Main Contract term has been extended, the guarantee term shall
              be
              two years after the Debtor competes his obligation under the extended
              Main
              Contract.

          


    	5.  	
            In
              case the debt under the Main Contract is recalled ahead of due date
              because of legal or contractual events, the guarantee term is two years
              after the advanced due date. 

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
      5. Surety’s guarantee

    	1.  	
            To
              provide true financial statement and other related information and
              material.

          


    	2.  	
            in
              case the Debtor fails in performing the his obligation, the surety
              shall
              be willing to perform the suretyship
              obligation

          


    	3.  	
            Should
              the surety fails in performing his guarantee obligation, the Creditor
              has
              the rights to withdraw fund directly from any of his banking
              account.

          


    	4.  	
            should
              any one of the following event occurs, the surety shall notify in written
              format the Creditor in 5 working days after the
              occurrence:

          


    	a.  	
            group
              organization change, high-level personnel change, amendment to the
              company
              constitution, and company organization
              change

          


    	b.  	
            The
              surety is experiencing serious business difficulties, financial condition
              deterioration or involved in major litigation, arbitration, or other
              event
              which may affect his performing the joint guarantee
              obligations.

          


    	c.  	
            Change
              to business name, address, legal representative or other commercial
              registration information.

          


    	5.  	
            before
              taking one of the following actions, the surety shall notify in written
              formation the Creditor in 15 days ahead and obtain the Creditor’s written
              approval:

          


    	a.  	
            the
              surety changes the capital structure or operation
              mode

          


    	b.  	
            The
              surety provides guarantee to other third parties or take his property
              as
              mortgage or pledge for his own or other third party’s debt, which may
              affect the surety to perform his
              obligations.

          


     

    Article
      6. Default liabilities

    After
      the
      contract is into effect, both parties shall perform his contractual obligation.
      Should any one of the both parties failed in performing the obligations, he
      shall be responsible for the default liabilities, and shall compensate the
      loss
      caused to the other party.

    


    Article
      7. Dispute settlement

    Any
      dispute arising between the two Parties out of performance under this contract
      shall be settled through negotiation or mediation. In case through the
      litigation, the dispute shall be settled at the local court where the Creditor
      is located.

    


    Article
      8. Others

    	1.  	
            the
              surety has received and read the Main
              Contract

          


    BLANK

    


    Article
      9. Contract in effect

    The
      contract shall come into effect after signed by both parties.

    


    Article
      10. This contract is in 4 copies, each party has one copy. All four copies
      have
      the same legal effect.

    


    Article
      11. Notes 

    The
      Creditor has reminded the Surety to make a comprehensive and accurate
      understanding of the contract clauses, and has made contractual explanations
      as
      requested by the Surety. Both parties have common understanding of the
      contract.

     

    Both
      Parties’ stamps and signatures

    Date:
      May
      16, 2003

    Signed
      at: 1128 Xiangyin Road