Executive
      Settlement Agreement #1

    


    


    Party
      A: Shenzhen development bank Shanghai Lujiazui branch

    Party
      B: Shanghai Wanxing Bio-pharmaceutical Co. Ltd

    


    In
      accordance with effective judgment (case#2005-279) ruled by the 1st
      secondary people’s court of Shanghai, Party A is applying to implement the
      judgment concerning the economic entanglement with Party B, Zhongyou Longchang
      (group) holding com., and Zhejiang Zheda Haina Technology Holding Com., which
      has been registered by the 1st
      secondary people’s court of Shanghai to implement (implementation case#
      2005-911). Upon negotiation, Party A and Party B reached the following agreement
      to deal with the issue of overdue loan principles, interests and related
      costs:

    


    
      	1.  	
              Both
                parties confirm that as this agreement signing day, Party B owes
                Party A
                principle RMB17, 800,000. The interest owed shall be calculated based
                on
                Party A’s accounting system data.

            


    

    
      	 	 


      	2.  	
              Party
                B promise that he shall repay the loan, including principle and interest
                as per plan below:

            


    

    
      	 	 


      	a.  	
              repay
                loan principle 5 million before Oct 30,
                2006

            


    

    
      	 	 


      	b.  	
              repay
                loan principle 3 million before March 20,
                2007

            


    

    
      	 	 


      	c.  	
              repay
                loan principle 3 million before June 20,
                2007

            


    

    
      	 	 


      	d.  	
              repay
                loan principle 3 million before September 20,
                2007

            


    

    
      	 	 


      	e.  	
              repay
                loan principle 3.8 million and other accrued interest, litigation
                fee(the
                accrued interest amount shall be as shown in Party A’s accounting record )
                before December 20, 2007

            


    

    
      	 	 


      	3.  	
              If
                Party B failed to repay the fund as per Clause 2 of this settlement
                agreement, he will be considered breaching the agreement. Where Party
                A
                has right to request the court to implement the judgment regarding
                the
                remaining unpaid funds immediately.

            


    

    
      	 	 


      	4.  	
              If
                Party A received the repayment from guarantor—
                Zhongyou Longchang (group) holding com., and Zhejiang Zheda Haina
                Technology Holding Com.,
                party A shall deduct the amount from Party B’s last repayment accordingly.
                

            


    

    
      	 	 


      	5.  	
              This
                settlement agreement is in three originals, with each of the parties
                holding one copy. Shanghai fist people’s court has one copy as well.
                

            


    

    


    Stamp
      and
      signature of both parties: 

    


    Party
      A’s
      signature—can’t recognize

    Party
      B’s
      signature---Zhuang Zhong

    
 

    Date:
      Oct
      25, 2006