Executive
      settlement agreement


    


    Party
      A:
      Agriculture Bank of China, Shanghai Wujiaochang Branch (creditor)

    Party
      B:
      Shanghai Wanxing Bio-pharmaceutical Com., Ltd. (debtor)

    Party
      C:
      Shanghai Fengxi vehicle driving training school

    


    
      	1.  	
              In
                March 2003, Party A issued loans in an amount of RMB 30 million to
                Party
                B. the loan has been guaranteed by Zhongyou Longchang (Group) Holding
                Com., Ltd. 

            


    

    
      	 	 


      	2.  	
              As
                of Sep. 12, 2006, a total amount of RMB 8.38 million has been repaid
                by
                Party B and guarantor. The remaining unpaid amount of loan principles
                is
                RMB 21.62 million.

            


      	 	 


    

    
      	3.  	
              On
                Jun. 21, 2004, Party A prosecuted Party B in the means of Payment
                Order
                (#Yang Min Du 2004-20). People’s court of Yangpu District seized Party B’s
                property, building and equipment, as well as some of the new medicine
                certificates and bank account. In year 2005, a further property seize
                was
                made to Qiu Zhongbao and Qiu Zhongguo’s personal estate in the name of
                joint liability. This case is under processing at time
                being.

            


    

    


    Both
      Party A and B acknowledged the above credit right and debt right. Upon
      negotiation, the following settlement agreement has been reached regarding
      the
      remaining unpaid loan:

    


    1).
      Party
      B agrees:

     

    a.
      before
      Oct. 31, 2006, repay loan principle RMB 12 millions.

     

    b.
      before
      Jun. 30, 2007, repay loan principle RMB 3 millions.

     

    c.
      before
      Oct. 31, 2007, repay remaining loan principle RMB 6.62 millions

    


    2).
      Party
      C agrees:

     

    Party
      C
      agrees to provide guarantee for the first repayment of RMB 12 million. Should
      Party B failed in repaying the loan principle before Oct. 31, 2006, Party C
      shall take the joint liability for the RMB 12 million debts. Should Party B
      made
      the first repayment on time, Party C’s joint liability will be released and
      shall not take joint liability for the other remaining debts. 

    


    3).
      Party
      A agrees:

     

    a.
      immediately after receiving the first repayment in an amount of RMB 12 million,
      Party A shall make request to People’s court of Yangpu District to withdraw
      seizing Qiu Zhongbao and Qiu Zhongguo’s personal estate, and withdraw seizing
      the new medicine certificates and bank account. 

     

    b.
      after
      receiving the first repayment before Oct 31,2006 in an amount of RMB 12 million,
      Party A agrees on Party B’s changing the guarantor for the remaining loan RMB
      9.62 million (new guarantor is subject to Party A’s approval). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c.
      after
      receiving the entire remaining loan from Party B, Party A shall withdraw the
      seizing Party B’s property, buildings and equipment. This case will be
      terminated. 

    


    4).
      In
      case Party B failed in repaying the loan with full amount on time in accordance
      with the above, it shall be deemed as breaching the agreement. Party A has
      the
      rights to revoke this agreement, request the court to enforce repayment of
      entire loan principles and interests, and pursue the guarantor’s joint
      liability. 

    


    5).
      With
      the presence of People’s court of Yangpu District , this agreement shall enter
      into effect after signing by both parties. This agreement is in 4 copies. Each
      party holds one copy, People’s court of Yangpu District holds one copy as
      well.

    


    Signatures
      and stamps

    Party
      A:
      Agriculture Bank of China, Shanghai Wujiaochang Branch

    Signature
      of Zhang Qian

    Sep.
      15,
      2006

    


    Party
      B:
      Shanghai Wanxing Bio-pharmaceutical Com., Ltd. (debtor)

    Signature
      of Zhuang Zhong

    Sep.
      15,
      2006

    


    Party
      C:
      Shanghai Fengxi vehicle driving training school

    Signature
      of Mr. Wan

    Sep.
      15,
      2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    To
      Wanxing Bio-pharmaceutical Co. Ltd

    


    According
      to our settlement agreement dated on September 15, 2006, your company is
      supposed to repay 12 million loans before Oct 30, 2006. At the same time, our
      bank will release all the seized properties. 

    


    On
      October 24, 2006, your company asked for paying 10 million in 2006, the rest
      2
      million will be returned before March 31, 2007. After review and considerate
      your case, we agree your loan returning plan. At the meantime, we still follow
      the regular clause in our settlement agreement; no any adjustment for the other
      clause. 

     

    Agriculture
      bank Shanghai branch

    


    Stamp
      from Agriculture bank shanghai Wujiao chang branch law affair
      department

    


    Date:
      December 28, 2006