Industrial
      bank short-term loan contract 8

    


    Contract
      number: F040370

     

    Party
      B- Creditor: Industrial bank shanghai branch

    Address:
      168 Jiangning road

    Post
      code: 200041 

    Fax:
      62559176

    Tel:
      62677777

     

    Party
      A- Debtor: shanghai wanxing bio-pharmaceutical Ltd.

    Address:
      58-4705 Yanggao north road

    Post
      code: 201206 

    Fax:
      58993709

    Tel:
      58349772

    


    Contract
      signed at: Shanghai

    


    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 related law and regulation.


    


    
      	1.0	
              Loan
                amount

            


    

    


    Party
      B
      agrees to give RMB
      30,000,000
      as loan
      to Party A.

    


    
      	2.0  	
              Loan
                intention 

            


    

    


    The
      loan
      under this contract is intended to be used for details
      see supplementary notes

    


    
      	3.0  	
              Loan
                term

            


    

    


    
      	1)  	
              The
                loan is in 12-months term, from December 20, 2004 to December 19,
                2005

            


    

    
      	 	 


    

    
      	2)  	
              Loan
                started day should base on bank receipt that Party A receive the
                loan. If
                the actual day of loan give to Party B is later than December 20,
                then the
                due day is supposed to be postponed.


            


    

    
      	 	 


    

    
      	3)  	
              The
                using plan of loan: (blank) 

            


    

    
      	 	 


    

    
      	4)  	
              If
                Party B would like to ask for returning of loan before due day due
                to 9.0,
                the due day is considerate to be paid advance.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	4.0  	
              loan
                interest and calculation of
                interest

            


    

    


    
      	1)  	
              loan
                interest

            


    

    
      	 	 


    

    After
      discussion between Party A and Party B, the interest rate shall be as per
a
      below:


     

    
      	a.  	
              Fixed
                interest rate. The annual rate of the loan under this contact is
                defined
                as 6.138%

            


    

    
      	 	 


    

    
      	b.  	
              Flexible
                interest rate. 

            


    

    


    
      	2)  	
              calculation
                of interest

            


    

    
      	 	 


    

    Upon
      agreement, interest rate shall be calculated as per b below:

     

    
      	a.  	
              Interest
                rate should be calculated on monthly basis. Cut off day is 20th
                of
                each month. The Party A shall return the interest to the Party B
                on a
                monthly basis. The remaining interest shall be paid at the due date.
                

            


    

    
      	 	 


    

    
      	b.  	
              Interest
                rate should be calculated and paid on quarterly basis. Cut off day
                is
                20th
                of
                the last month of the quarter. The Party A shall return the interest
                to
                the Party B on a quarterly basis. The remaining interest shall be
                paid at
                the due date.

            


    

    
      	 	 


    

    
      	c.  	
              Return
                the interest once at the due date.

            


    

    
      	 	 


    

    
      	d.  	
              Other
                way: (blank)

            


    

    


    
      	5.0  	
              Penalty
                Interest and compound
                interest.

            


    

     

    
      	1)  	
              In
                case the Party A uses the loan in other purpose than intended, or
                the
                Party A fails in returning the loan on time and fails as well in
                reaching
                an agreement to extend the date with the Party B, the Party B has
                the
                rights to collect penalty interest on the loan that has been used
                for
                other purpose or the overdue loan base on the agreed penalty interest
                rate. In case the Party A fails in return the interest, the Party
                B has
                the rights to collect compound interest base on an agreed penalty
                interest
                rate. 

            


    

    


    
      	2)  	
              In
                case the Party A fails in returning the loan on time and fails as
                well in
                reaching an agreement to extend the date with the Party B, the penalty
                interest rate shall be as per _a_
                below:

            


    

    


    
      	a.  	
              Fixed
                interest rate. Penalty interest and compound interest shall also
                be fixed
                rate during the overdue period. The rate of penalty interest shall
                be
                50%
                on
                top of the fixed loan interest. 

            


    

    
      	 	 


    

    
      	b.  	
              Flexible
                interest rate. 

            


    

    


    
      	3)  	
              In
                case the Party A misuses the loan in other purpose than intended,
                the
                penalty interest rate shall be as per _a_
                below:

            


    

    
      	 	 


    

    
      	a.  	
              Fixed
                interest rate. Penalty interest and compound interest shall also
                be fixed
                rate during the misuse period. The rate of penalty interest shall
                be
                50%
                on
                top of the fixed loan interest. 

            


    

    
      	 	 


    

    
      	b.  	
              Flexible
                interest rate. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	4)  	
              Compound
                interest rate shall be calculated as per the rate agreed in this
                contract

            


    

    


    
      	6.0  	
              Return
                the principles and
                interest.

            


    

    


    
      	1)  	
              The
                Party A shall return the loan principle and interest as per the agreed
                due
                date.

            


    

    
      	 	 


    

    
      	2)  	
              In
                case the Party A wishes to return the loan ahead of due date, he
                shall
                inform the Party B in advance and obtain the Party B’s approval. The Party
                B reserve the right to charge the full interest as agreed in the
                Contract.

            


    

    
      	 	 


    

    
      	3)  	
              If
                the loan is in foreign currency, the Party A shall return the loan
                principles and interest in the same
                currency.

            


    

    
      	 	 


    

    
      	4)  	
              The
                Party A shall hereby irrepealably authorize the Party B to deduct
                the loan
                principle and interest from any of the Party A’s banking account without
                through any legal procedure in case events stated in article 9.0
                and 10.0
                happened. 

            


    

    


    
      	7.0  	
              suretyship

            


    

    


    The
      following contract is the suretyship to this Contract:

    


    1)
      Contract # GF040370-1  Contract
      name: Industrial bank suretyship contract

    The
      suretyship type: guarantee mortgage. 

    Surety:
      Beijing
      Guoan electric general company

    


    2)
      Contract # GF040370-2  Contract
      name: Industrial bank suretyship contract

    The
      suretyship type: guarantee mortgage. 

    Surety:
      Shanghai
      Shentao

    


    
      	8.0  	
              declaration
                and guarantee

            


    

    


    
      	1)  	
              Party
                A is hereby making the following declaration to Party B:
                

            


    

    
      	 	 


    

    
      	a.  	
              Party
                A is legal registered enterprise which will legally exist during
                the loan
                period, and has the rights to sign and perform the obligation of
                this
                contract.

            


    

    
      	 	 


    

    
      	b.  	
              Loan
                that Party A applied has been approved by the board or equivalent
                company
                organization, and doesn’t violate any applicable law, order, regulation or
                company constitution. In case signing the loan contract by Party
                A
                violates any company constitute or other internal regulations, it’s to
                Party A’s liability. Party B takes none responsibility for Party A’s such
                activity.

            


    

    
      	 	 


    

    
      	c.  	
              Other
                than stated in the information provided to Party B, Party A’s asset and
                income has no other mortgage, indwelling or other debt, and is not
                in any
                litigation procedure, arbitration or
                liquidation.

            


    

    
      	 	 


    

    
      	d.  	
              Party
                A didn’t hide any of the following events, either happened or to be
                happened, that may cause Party B refuse to release the
                loan:

            


    

    
      	 	 


    

    
      	e.  	
              Party
                A or Party A’s major manager’s any involvement in breaking the law or
                regulations, or being claimed for
                compensation.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	f.  	
              uncompleted
                litigation or arbitration event

            


    

    
      	 	 


    

    
      	g.  	
              Party
                A has other debt or acted as surety to other
                party

            


    

    
      	 	 


    

    
      	h.  	
              Any
                breaching-contract event happened between Party A and his other
                

            


    

    creditors.
      

     

    
      	i.  	
              Other
                events that may affect Party A’s financial condition and capability
                

            


    

    to
      return
      the loan.

     

    
      	2)  	
              Party
                A is hereby guarantee the following to Party B:


            


    

    
      	 	 


    

    
      	a.  	
              Provide
                the required genuine information, statement, voucher and other
                materials

            


    

    
      	 	 


    

    
      	b.  	
              Set
                up banking account in Party B’s branch, and make transactions through this
                account.

            


    

    
      	 	 


    

    
      	c.  	
              Use
                the loan as per the intended purpose and don’t misuse the loan for other
                purpose. Guarantee not to use the loan in capital investment, in
                buying
                stocks, future or real estate, in providing loan to other parties
                or any
                other illegal activities, and in any other way to misuse the loan.
                

            


    

    
      	 	 


    

    
      	d.  	
              Cooperate
                with Party B in monitoring and inspecting Party A’s activities in using
                the loan and Party A’s operation, financial condition, material stock,
                asset debt, cash in bank, cash on hand and others.
                

            


    

    
      	 	 


    

    
      	e.  	
              Provide
                Party B with sufficient and efficient
                suretyship

            


    

    
      	 	 


    

    
      	f.  	
              Do
                not reduce the registered capital in any
                means

            


    

    
      	 	 


    

    
      	g.  	
              Without
                written approval from Party B, Party A shall not transfer the debt,
                either
                entirely or partly, to a third
                party.

            


    

    
      	 	 


    

    
      	h.  	
              Party
                B’s written approval shall be obtained before Party B carry out any
                of the
                major asset adjustments and business adjustments, which include but
                not
                limited to: setting up joint venture with company from oversea, Hong
                Kong,
                Macau or Taiwan; company withdraw, close, out of business, shifting
                business, separation, merge or being merge; company reorganize or
                change
                to stock company; buying shares with fixed asset such as building
                and
                machinery or intangible asset such as brand, patent, technology,
                land
                rights or invest in stock company or investing company; trade of
                property
                right and operation right in the means of leasing, contracting,
                affiliating or entrusting. 

            


    

    


    
      	9.0  	
              withdraw
                the loan ahead of due date

            


    

    


    Party
      B
      reserves the rights to withdraw the loan ahead of the due date by directly
      deduct money from Party A’s banking account in case the following happens to the
      Party A:

    
      	 	 


    

    
      	1)  	
              Party
                A fails in paying the interest

            


    

    
      	 	 


    

    
      	2)  	
              business
                is in loss or net income drops
                dramatically

            


    

    
      	 	 


    

    
      	3)  	
              involve
                or to be involved in litigation, arbitration or other legal
                entanglements

            


    

    
      	 	 


    

    
      	4)  	
              statements
                and materials provided by Party A are
                false

            


    

    
      	 	 


    

    
      	5)  	
              Party
                A misuse the loan for other purpose

            


    

    
      	 	 


    

    
      	6)  	
              Party
                A refuses Party B to monitor and inspect its operation and financial
                conditions, or Party A refuses to provide statement and materials.
                

            


    

    
      	 	 


    

    
      	7)  	
              Major
                human resources change

            


    

    
      	 	 


    

    
      	8)  	
              Other
                events that may endanger the safety of the
                loan.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.0
      liabilities in case of breaching contract 

    


    
      	1)  	
              Party
                A is considered breaching the contract in case of any one of the
                following
                happened,:

            


    

    
      	 	 


    

    
      	a.  	
              Party
                A failed in paying the interest and
                principle

            


    

    
      	 	 


    

    
      	b.  	
              violate
                the declaration and guaranty stated in Article
                8.0

            


    

    
      	 	 


    

    
      	c.  	
              violate
                other clauses stated in the
                contract

            


    

    
      	 	 


    

    
      	2)  	
              in
                case contract is breached, Party B has the rights to take one or
                more of
                the following measures:

            


    

    
      	 	 


    

    
      	a.  	
              require
                Party A to correct the breaching activity within a given time
                period

            


    

    
      	 	 


    

    
      	b.  	
              stop
                Party A’s withdrawing the loan from the
                bank

            


    

    
      	 	 


    

    
      	c.  	
              require
                Party A to return the principles and interest whether due or not
                yet due
                after terminating the contract

            


    

    
      	 	 


    

    
      	d.  	
              require
                Party A to pay penalty interest in case of loan
                overdue

            


    

    
      	 	 


    

    
      	e.  	
              require
                Party A to pay penalty interest in case Party A misuse the
                loan

            


    

    
      	 	 


    

    
      	f.  	
              Deduct
                the loan principle and interest directly from Party A’s banking account.
                In case the money in the banking account is in different currency
                with the
                loan, Party B has the rights to sell the money at the reported exchange
                rate on that day

            


    

    
      	 	 


    

    
      	g.  	
              Oblige
                Party A to return the loan principles and interest by taking legal
                measures. Any litigate cost shall be to Party
                A.

            


    

    
      	 	 


    

    
      	3)  	
              In
                case Party B failed in releasing the loan on time and in agreed amount,
                which cause Party A in loss, Party B shall compensate Party’s
                loss.

            


    

    
      	 	 


    

    
      	4)  	
              In
                   case one of following happened to the surety (guarantor, mortgagor,
                pledge
                provider), Party B has the rights to take the contract agreed measures
                as
                previously described:

            


    

    
      	 	 


    

    
      	a.  	
              The
                guarantor violates the contract, or his financial condition deteriorates,
                or other events happened which may weaken guarantor’s capability to
                provide guarantee.

            


    

    
      	 	 


    

    
      	b.  	
              The
                mortgagor violates the mortgage contract, or intentionally destroys
                the
                mortgage, or the mortgage provided has been obviously devalued, or
                others
                may affect Party B’s credit. 

            


    

    
      	 	 


    

    
      	c.  	
              The
                pledge provider violates the pledge contract, or the pledge provided
                has
                been obviously devalued, or pledge expires before the loan due date
                or
                others may affect Party B’s credit.


            


    

    


    11.0
      rights and liabilities

    


    
      	1)  	
              Party
                A’s liability is independent, and shall not be affecting any relationship
                between either of the two parties with other parties, unless defined
                otherwise by the contract.

            


    

    
      	 	 


    

    
      	2)  	
              Any
                extension, special policy or deferring to perform the obligation
                granted
                by Party B to Party A shall not affect, damage or limit Party B’s legal
                rights granted by the contact and other applicable law and regulations,
                and shall not be deemed as Party B giving up his legal right, and
                shall
                not affect Party A’s contract obligation.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.0
      jurisdictions 

    


    Establishment,
      effect, explanation, performing and dispute resolution of this contract shall
      be
      under jurisdiction of P. R. China. Any dispute, entanglement shall be resolved
      through negotiation, or go to the local court.

    


    13.0
      notifications

    


    1)
      Any
      notification shall be delivered to the address, fax number stated in the cover
      page of this contract.

     

    2)
      In
      case there is any change to the contact information, notice shall be delivered
      to the other party immediately

     

    3)
      Any
      notification, which is delivered to the said address, shall be considered as
      delivered on the following dates:

     

    a.
      by
      mail: the 5th
      working
      day after registered mail sent out

     

    b.
      by
      telex: when the confirmation from the other party received

     

    c.
      by
      courier: the day when the receiver signed for receipt

     

    4)
      Company stamp, office stamp, financial stamp, contract stamp, send/receive
      stamp
      and loan stamp shall be deemed as effective stamp for sending and receiving
      mails. The unit manger and other employee shall be deemed as authorized person
      to sign and receive the mail. 

    


    14.0
      effective term of the contract

    


    The
      contract shall be taken into effect after the following:

     

    
      	1)  	
              contract
                signed and stamped by both Parties

            


    

    
      	 	 


    

    
      	2)  	
              if
                there is suretyship contract, the suretyship contract are in
                effect

            


    

    
      	 	 


    

    
      	3)  	
              in
                case Party B require notarization of the contract, the notarization
                has
                been completed

            


    

    
      	 	 


    

    The
      contract shall be expire after the loan principles and interest have been
      returned.

    


    15.0
      contract copies

    


    The
      contract is in (blank)
      original
      copies. Each party and the notary bureau have one copy
      respectively.

    


    16.0
      supplementary articles. 

    


    The
      loan
      under this contract is intended to be used for paying principle and interest
      for
      below contracts: 

    
      	1.  	
              Industrial
                bank shot-term loan contract #RL03-058 and #RL03-062 signed by Industrial
                bank shanghai branch and Shanghai Shentao
                company

            


    

    
      	 	 


    

    
      	2.  	
              Fujian
                Industrial bank shot-term loan contract #212002030036 signed by industrial
                bank shanghai Changning branch and Shanghai Xinguang
                company

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	3.  	
              industrial
                bank loan contract #zq212002030086 signed by industrial bank shanghai
                Changning branch and Shanghai Xinguang
                company

            


    

    


    If
      there
      is still money left after paying above 3 items, Industrial bank will transfer
      the remaining money to Shanghai wanxing bio-pharmaceutical company’s guarantee
      deposit account which has opened at Industrial bank shanghai branch.


    
      	 	 	 
	Party
              A
              and Party B’s stamp	signature
              of both legal representatives
	 
 	 
 	 
 
	 	 	 
	Date:
              blank	
            
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Industrial
      bank surety ship contract

     

    Contract
      number: GF040370-1

    


    Party
      B- Creditor: Industrial bank shanghai branch

    Address:
      168 Jiangning road

    Post
      code: 200041 

    Fax:
      62559176

    Tel:
      62677777

     

    Party
      A- Guarantor: Beijing Guoan electric general company

    Address:
      

    Post
      code:  

    Fax:
      

    Tel:
      

    


    Contract
      signed at: Shanghai

    


    In
      the
      efforts to guarantee that the debtor performs his obligation under loan contact
      signed 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.

    


    Article
      1. Description and explanation 

    


    
      	a.  	
              “get
                the capital” under this contract means Party B provide the service of
                loan, deposit and other financial service to
                debtor.

            


    

    
      	 	 


    

    
      	b.  	
              All
                the description and explanation under this contract is suitable for
                this
                contract. 

            


    

     

    Article
      2. Basic content of major contract

    


    
      	1.  	
              contract
                name: Industrial bank shot-term loan
                contract

            


    

    
      	 	 


    

    
      	2.  	
              contract
                number: F040370

            


    

    
      	 	 


    

    
      	3.  	
              Type
                of loan: short-term current capital loan currency:
                RMB

            


    

    
      	 	 


    

    
      	4.  	
              Loan
                amount: 30,000,000 interest
                rate: 6.138%

            


    

    
      	 	 


    

    
      	5.  	
              term
                of loan: 1 year

            


    

    


    Article
      3. Scope of surety ship 

    


    Scope
      of
      the surety ship guaranty includes the loan principle, interest, compounded
      interest, penalty interest, breach penalty, compensation, cost to claim the
      credit right and other cost. The cost also includes insurance, legal fee,
      processing fee, announcement fee and so on. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Article
      4. Surety ship liabilities

    


    1.
      The
      mode of this surety ship contract is joint and several liabilities

     

    2.
      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. 

     

    3.
      If
      debtor has been asked for returning the loan before the due day, Party A has
      the
same
      joint and several liabilities to return the loan ahead of due day. 

    


    Article
      5. The term of the surety ship

    


    The
      term
      of the surety ship is for two years from the following day of the due date
      of
      the Main Contract. In case the loan under the Main Contract is in several
      batches, the term of the surety ship shall be starting from the following day
      of
      each due date of each batch. In case Party B wishes to request earlier return
      of
      the loan in accordance with related clauses in the Main Contract, the term
      of
      the surety ship shall be from the following day of noticed date Party B issued
      to debtor for returning the loans.

    


    Article
      6. Notice of returning the loan

    


    The
      surety ship under this contract is as soon as Party B sends the notice to Party
      A about returning the loan; Party A has absolutely responsibility to perform
      the
      liability. 

    


    Article
      7. Representations and warranties

    


    1.
      Guarantor’s representations to Party B

    1)
      Provide all the documents as requested by Party B, and guarantee the
      documentation provided is accurate and legal.

     

    2)
      Never
      hide information and cheat to Party B regarding something has happened or be
      going to happen like below showed:

     

    a.
      has
      illegal behavior or sued by the other company 

     

    b.
      the
      sue case has not yet closed

     

    c.
      the
      guarantor has taken the other liability or take another surety ship with the
      third party

     

    d.
      all
      the other liabilities are failed to perform by Party A

     

    2.
      Guarantor’s representations to Debtor: 

     

    
      	a.  	
              in
                case the Party A performed the surety ship obligation, he has the
                right to
                pursue compensation from the debtor providing his activity shall
                not
                affect the debtor’s capability to return the loan. In case the debtor has
                been pursued by both of Party A and Party B at the same time, Party
                A
                shall agree the debtor has the priority to return the loan to Party
                B
                first.

            


    

    
      	 	 


    

    
      	b.  	
              In
                case the debtor and Party A are going to sign or have already signed
                a
                counter-guarantee contract, the counter-guarantee contract shall
                not harm
                any of Party B’s legal rights under this suretyship contract.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	c.  	
              Before
                completing the entire obligations of this suretyship contract, Party
                A
                shall inform Party B in written in one month advance in case Party
                A is
                carrying out any of the following property changes or operation
                adjustments: include but not limit to setting up joint venture with
                company from oversea, Hong Kong, Macau or Taiwan; company withdraw,
                close,
                out of business, shifting business, separation, merge or being merge;
                company reorganize or change to stock company; buying shares with
                fixed
                asset such as building and machinery or intangible asset such as
                brand,
                patent, technology, land rights or invest in stock company or investing
                company; trade of property right and operation right in the means
                of
                leasing, contracting, affiliating or entrusting. In case Party B
                requires
                adding or changing mode of surety ship, Party A shall guarantee to
                provide
                a new suretyship contract to Party A’s satisfaction.
                

            


    

    
      	 	 


    

    
      	d.  	
              Any
                contract-breaching activities under this contract or other contract
                signed
                between Party A and other department of Industrial bank, or other
                banks,
                or other financial institutions shall be reported to Party A in
                written.

            


    

    
      	 	 


    

    
      	e.  	
              Any
                Party A’s activity in establishing, amending or revoking the registry
                information at the national industrial administration bureau or other
                government bureau shall be reported to Party B along with the duplicate
                copy.

            


    

    
      	 	 


    

    
      	f.  	
              Party
                A shall not, in any means, transfer and hid any property, or abandon
                or
                act negatively in performing any credit rights.


            


    

    


    Article
      8. Liabilities
      when fails in performing the obligation

    


    1.
      Any
      one of below item happened is considerate of failing in performing the
      obligation

     

    
      	a.  	
              doesn’t
                perform the article 7’s representations and
                warranties

            


    

    
      	 	 


    

    
      	b.  	
              fails
                in performing the other article under this
                contract

            


    

    


    2.
      in
      case of any fails of performing the obligations by Party A, Party B has right
      to
      perform below one or more options, and even article 6:

     

    1)
      Correct Party A’s performs on time

     

    2)
      Ask
      for returning the loan ahead of due day. Party A has joint and several
      liabilities to pay back the loan and interest. 

     

    3)
      Ask
      Party A to pay the  %
      of
      total loan as penalty.

     

    4)
      Ask
      Party B give compensation for actual loss

     

    5).
      withdraw legally Party A’s harming activity

     

    6).
      deduct money from Party A’s any banking account to compensate the debt within
      surety ship scope

     

    7).
      force
      Party A to perform his obligation with legal measures in case Party A breaches
      the contract.

    


    9.0
      Independent surety ship

     

    
      	1)  	
              Suretyship
                under this contract is independent. Under no circumstance it shall
                become
                invalid because invalidation of the main
                contract.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	2)  	
              Obtaining
                approval from Party A is not necessary in case the debtor and Party
                B wish
                to modify or add supplement to the main contract. Obligations undertaken
                by party A under this contract shall remain
                unchanged.

            


    

    
      	 	 


    

    
      	3)  	
              in
                case the debtor breach the main contract (includes but not limit
                to the
                debtor misuse the loan), the suretyship shall remain unaffected.
                Party A
                shall not use this as excuse to request mitigate or exempt his
                obligations. 

            


    

    


    10.0
      rights and liabilities

     

    
      	1)  	
              Party
                A’s liabilities under this contract is independent, and shall not be
                affected by any relationship between either party with the third
                party,
                unless otherwise stated in this
                contract.

            


    

    
      	 	 


    

    
      	2)  	
              Any
                extension, special policy or deferring to perform the obligation
                granted
                by Party B to Party A shall not affect, damage or limit Party B’s legal
                rights granted by the contact and other applicable law and regulations,
                and shall not be deemed as Party B giving up his legal right, and
                shall
                not affect Party A’s performing his contract obligation.
                

            


    

     

    11.0
      notifications

     

    
      	1)  	
              Any
                notification shall be delivered to the address, fax number stated
                in the
                cover page of this contract.

            


    

    
      	 	 


    

    
      	2)  	
              in
                case there is any change to the contact information, notice shall
                be
                delivered to the other party
                immediately

            


    

    
      	 	 


    

    
      	3)  	
              any
                notification, which is delivered to the said address, shall be considered
                as delivered on the following
                dates:

            


    

    
      	 	 


    

    
      	a.  	
              by
                mail: the 5th
                working day after registered mail sent
                out

            


    

    
      	 	 


    

    
      	b.  	
              by
                telex: when the confirmation from the other party
                received

            


    

    
      	 	 


    

    
      	c.  	
              by
                courier: the day when the receiver signed for
                receipt

            


    

     

    12.0
      jurisdictions

     

    Establishment,
      effect, explanation, performing and dispute resolution of this contract shall
      be
      under jurisdiction of P. R. China. Any dispute, entanglement shall be resolved
      through negotiation, or go to the local court.

    


    13.0
      contract life

     

    The
      contract shall come into effect after signed by both Parties. In case Party
      B
      requires notarization of the contract, the notarization shall be completed
      before the contract comes into effect. 

     

    The
      contract will expire after the loan principles and interest have been
      returned.

     

    14.0
      contract copies

     

    The
      contract is in 4 original copies. Each party and the notary bureau has one
      copy
      respectively.

    


    15.0
      supplementary articles

    


    The
      loan
      under this contract is intended to be used for paying principle and interest
      for
      below contracts:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	1.  	
              Industrial
                bank shot-term loan contract #RL03-058 and #RL03-062 signed by Industrial
                bank shanghai branch and Shanghai Shentao
                company

            


    

    
      	 	 


    

    
      	2.  	
              Fujian
                Industrial bank shot-term loan contract #212002030036 signed by industrial
                bank shanghai Changning branch and Shanghai Xinguang
                company

            


    

    
      	 	 


    

    
      	3.   	Industrial bank loan contract #zq212002030086 signed
              by
              industrial bank
              shanghai Changning branch and Shanghai Xinguang
              company


    

     

    If
      there
      is still money left after paying above 3 items, Industrial bank will transfer
      the remaining money to Shanghai wanxing bio-pharmaceutical company’s guarantee
      deposit account which has opened at Industrial bank shanghai branch.


     

    Stamp
      and
      Signature from both parties

    December
      20, 2004

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Industrial
      bank surety ship contract

    


    Contract
      number: GF040370-2

    


    Party
      B- Creditor: Industrial bank shanghai branch

    Address:
      168 Jiangning road

    Post
      code: 200041 

    Fax:
      62559176

    Tel:
      62677777

    


    Party
      A- Guarantor: Shanghai Shentao Co. Ltd

    Address:
      

    Post
      code:  

    Fax:
      

    Tel:
      

    


    Contract
      signed at: Shanghai

    


    In
      the
      efforts to guarantee that the debtor performs his obligation under loan contact
      signed 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.

    


    Article
      1. Description and explanation 

    


    
      	c.  	
              “get
                the capital” under this contract means Party B provide the service of
                loan, deposit and other financial service to
                debtor.

            


    

    
      	 	 


    

    
      	d.  	
              All
                the description and explanation under this contract is suitable for
                this
                contract. 

            


    

     

    Article
      2. Basic content of major contract

    


    
      	6.  	
              contract
                name: Industrial bank shot-term loan
                contract

            


    

    
      	 	 


    

    
      	7.  	
              contract
                number: F040370

            


    

    
      	 	 


    

    
      	8.  	
              Type
                of loan: short-term current capital loan currency:
                RMB

            


    

    
      	 	 


    

    
      	9.  	
              Loan
                amount: 30,000,000 interest
                rate: 6.138%

            


    

    
      	 	 


    

    
      	10.  	
              term
                of loan: 1 year

            


    

    


    Article
      3. Scope of surety ship 

    


    Scope
      of
      the surety ship guaranty includes the loan principle, interest, compounded
      interest, penalty interest, breach penalty, compensation, cost to claim the
      credit right and other cost. The cost also includes insurance, legal fee,
      processing fee, announcement fee and so on. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Article
      4. Surety ship liabilities

    


    1.
      The
      mode of this surety ship contract is joint and several liabilities

     

    2.
      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.

     

    3.
      If
      debtor has been asked for returning the loan before the due day, Party A has
      the
same
      joint and several liabilities to return the loan ahead of due day. 

    


    Article
      5. The term of the surety ship

    


    The
      term
      of the surety ship is for two years from the following day of the due date
      of
      the Main Contract. In case the loan under the Main Contract is in several
      batches, the term of the surety ship shall be starting from the following day
      of
      each due date of each batch. In case Party B wishes to request earlier return
      of
      the loan in accordance with related clauses in the Main Contract, the term
      of
      the surety ship shall be from the following day of noticed date Party B issued
      to debtor for returning the loans.

    


    Article
      6. Notice of returning the loan

    


    The
      surety ship under this contract is as soon as Party B sends the notice to Party
      A about returning the loan; Party A has absolutely responsibility to perform
      the
      liability. 

    


    Article
      7. Representations and warranties

    


    1.
      Guarantor’s representations to Party B

     

    1)
      Provide all the documents as requested by Party B, and guarantee the
      documentation provided is accurate and legal.

     

    2)
      Never
      hide information and cheat to Party B regarding something has happened or be
      going to happen like below showed:

     

    a.
      has
      illegal behavior or sued by the other company 

     

    b.
      the
      sue case has not yet closed

     

    c.
      the
      guarantor has taken the other liability or take another surety ship with the
      third party

     

    d.
      all
      the other liabilities are failed to perform by Party A

     

    e.
      Other
      affection of the Party A’s financial conditions 

    


    2.
      Guarantor’s representations to Debtor: 

     

    1)
      in
      case the Party A performed the surety ship obligation, he has the right to
      pursue compensation from the debtor providing his activity shall not affect
      the
      debtor’s capability to return the loan. In case the debtor has been pursued by
      both of Party A and Party B at the same time, Party A shall agree the debtor
      has
      the priority to return the loan to Party B first.

     

    2)
      In
      case the debtor and Party A are going to sign or have already signed a
      counter-guarantee contract, the counter-guarantee contract shall not harm any
      of
      Party B’s legal rights under this suretyship contract. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    3)Before
      completing the entire obligations of this suretyship contract, Party A shall
      inform Party B in written in one month advance in case Party A is carrying
      out
      any of the following property changes or operation adjustments: include but
      not
      limit to setting up joint venture with company from oversea, Hong Kong, Macau
      or
      Taiwan; company withdraw, close, out of business, shifting business, separation,
      merge or being merge; company reorganize or change to stock company; buying
      shares with fixed asset such as building and machinery or intangible asset
      such
      as brand, patent, technology, land rights or invest in stock company or
      investing company; trade of property right and operation right in the means
      of
      leasing, contracting, affiliating or entrusting. In case Party B requires adding
      or changing mode of surety ship, Party A shall guarantee to provide a new
      suretyship contract to Party A’s satisfaction. 

     

    
      	4)  	
              Any
                contract-breaching activities under this contract or other contract
                signed
                between Party A and other department of Industrial bank, or other
                banks,
                or other financial institutions shall be reported to Party A in
                written.

            


    

    
      	 	 


    

    
      	5)  	
              Any
                Party A’s activity in establishing, amending or revoking the registry
                information at the national industrial administration bureau or other
                government bureau shall be reported to Party B along with the duplicate
                copy.

            


    

    
      	 	 


    

    
      	6)  	
              Party
                A shall not, in any means, transfer and hid any property, or abandon
                or
                act negatively in performing any credit rights.


            


    

     

    Article
      8. Liabilities
      when fails in performing the obligation

    


    1.
      Any
      one of below item happened is considerate of failing in performing the
      obligation

     

    
      	c.  	
              doesn’t
                perform the article 7’s representations and
                warranties

            


    

    
      	 	 


    

    
      	d.  	
              fails
                in performing the other article under this
                contract

            


    

    


    2.
      in
      case of any fails of performing the obligations by Party A, Party B has right
      to
      perform below one or more options, and even article 6:

     

    1)
      Correct Party A’s performs on time

     

    2)
      Ask
      for returning the loan ahead of due day. Party A has joint and several
      liabilities to pay back the loan and interest. 

     

    3)
      Ask
      Party A to pay the  %
      of
      total loan as penalty.

     

    4)
      Ask
      Party B give compensation for actual loss

     

    5).
      withdraw legally Party A’s harming activity

     

    6).
      deduct money from Party A’s any banking account to compensate the debt within
      surety ship scope

     

    7).
      force
      Party A to perform his obligation with legal measures in case Party A breaches
      the contract.

    


    9.0
      Independent surety ship

     

    1)
      Suretyship under this contract is independent. Under no circumstance it shall
      become invalid because invalidation of the main contract.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    2)Obtaining
      approval from Party A is not necessary in case the debtor and Party B wish
      to
      modify or add supplement to the main contract. Obligations undertaken by party
      A
      under this contract shall remain unchanged.

     

    
      	3)  	
              in
                case the debtor breach the main contract (includes but not limit
                to the
                debtor misuse the loan), the suretyship shall remain unaffected.
                Party A
                shall not use this as excuse to request mitigate or exempt his
                obligations. 

            


    

    


    10.0
      rights and liabilities

     

    1)
      Party
      A’s liabilities under this contract is independent, and shall not be affected
      by
      any relationship between either party with the third party, unless otherwise
      stated in this contract.

     

    2)Any
      extension, special policy or deferring to perform the obligation granted by
      Party B to Party A shall not affect, damage or limit Party B’s legal rights
      granted by the contact and other applicable law and regulations, and shall
      not
      be deemed as Party B giving up his legal right, and shall not affect Party
      A’s
      performing his contract obligation. 

     

    11.0
      notifications

     

    1)
      Any
      notification shall be delivered to the address, fax number stated in the cover
      page of this contract.

     

    2)
      In
      case there is any change to the contact information, notice shall be delivered
      to the other party immediately

     

    3)
      Any
      notification, which is delivered to the said address, shall be considered as
      delivered on the following dates:

     

    
      	a.  	
              by
                mail: the 5th
                working day after registered mail sent
                out

            


    

    
      	 	 


    

    
      	b.  	
              by
                telex: when the confirmation from the other party
                received

            


    

    
      	 	 


    

    
      	c.  	
              by
                courier: the day when the receiver signed for
                receipt

            


    

     

    12.0
      jurisdictions

     

    Establishment,
      effect, explanation, performing and dispute resolution of this contract shall
      be
      under jurisdiction of P. R. China. Any dispute, entanglement shall be resolved
      through negotiation, or go to the local court.

    


    13.0
      contract life

     

    The
      contract shall come into effect after signed by both Parties. In case Party
      B
      requires notarization of the contract, the notarization shall be completed
      before the contract comes into effect. 

     

    The
      contract will expire after the loan principles and interest have been
      returned.

    


    14.0
      contract copies

     

    The
      contract is in 4 original copies. Each party and the notary bureau has one
      copy
      respectively.

    


    15.0
      supplementary articles

    


    The
      loan
      under this contract is intended to be used for paying principle and interest
      for
      below contracts: 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	1.  	
              Industrial
                bank shot-term loan contract #RL03-058 and #RL03-062 signed by Industrial
                bank shanghai branch and Shanghai Shentao
                company

            


    

    
      	 	 


    

    
      	2.  	
              Fujian
                Industrial bank shot-term loan contract #212002030036 signed by industrial
                bank shanghai Changning branch and Shanghai Xinguang
                company

            


    

     

    3.
      Industrial bank loan contract #zq212002030086 signed by industrial bank
      shanghai Changning branch and Shanghai Xinguang company

    


    If
      there
      is still money left after paying above 3 items, Industrial bank will transfer
      the remaining money to Shanghai wanxing bio-pharmaceutical company’s guarantee
      deposit account which has opened at Industrial bank shanghai branch.


    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	  	 
	 	
            
	
              Stamp
                and Signature from both parties

              December
                14, 2004  December
                20, 2004