EXHIBIT 10.6



                         China Pharmaceutical University





                                       and




                     China Biopharmaceuticals Holdings Inc.








                              ---------------------
                              Cooperation Agreement
                              ---------------------












Date August 26, 2004
                              Cooperation Agreement

<PAGE>

This  agreement  was  entered  into by the  following  parties in Nanjing  city,
Jiangsu province, in August 26th, 2004:

(1)  China  Pharmaceutical  University  "Party A" or  "University"  a university
     belonging  to  the  Ministry  of  Education  of  China.   Address:  No.  24
     Tongjiaxiang;  Nanjing  City;  the  People's  Republic  of China  ("PRC" or
     "China").

(2)  China  Biopharmaceuticals  Holdings Inc. "Party B" a Delaware  Corporation.
     Address: 44 West 24th Street, New York, NY10010, U.S.A.

Whereas

1.   According to the Company Law of PRC,  Contract Law of PRC and other related
     current laws and  legislations of PRC, Party A and Party B decided to build
     up joint new drug research and development laboratory (the "Lab").
2.   Party B decided  to  inject  300,000  RMB to Party  A's new drug  screening
     center in order to build up the Lab.
3.   Party A becomes a shareholder of Party B.

     Party A and Party B are hereby agree as follows:

1.   Assurances and Promises:

1.1  Each of Party A and Party B announces and assures that:

(1)  It has any and all civil rights and behavioral abilities that are essential
     for  the   subscription   and  fulfillment  of  this  agreement;   and  the
     subscription  and  fulfillment  of  the  agreement  will  not  violate  any
     regulation,   agreement,  contract  or  other  legal  documents  that  have
     constraining force on it.

(2)  It has taken and will take all necessary  measures,  in order to obtain all
     agreements,  approvals,  authorizations  and permissions that are necessary
     for the subscription and fulfillment of this letter of intent.


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<PAGE>

1.2  Party A announces and promises to Party B that:

     The basic  information that Party A submitted to and will submit to Party B
is true, complete, correct and non-misleading.

2.   Content of Cooperation

2.1  Issuing Shares of Common Stock of Party B to Party A.

2.1.1 Party A agrees to accept  300,000 common stock shares of Party B to become
a  shareholder  of Party B.  Party A  agrees  to  assign  the  president  of the
University or his designee to be the independent director of Party B.

2.1.2 Party B agrees to issue 300,000  common stock shares to Party A and accept
Party A to be a  shareholder  of Party B.  Party B agrees to have Party A assign
the president of the University or his designee to be an independent director of
Party B.

2.1.3 Party A does not need to pay cash for the 300,000  common shares issued by
Party B.

2.2  Content of Joint New Drug Research and Development Laboratory

2.2.1 Party A agrees to accept Party B's  investment of 300,000 RMB in Party A's
new drug screening center.

2.2.2  Party B agrees to  inject  300,000  RMB to Party  A's new drug  screening
center.

2.2.3 Party A promises to Party B that the capital injected by Party B will only
be used  to  purchase  necessary  equipments  and  improve  the  experimentation
conditions for the joint Lab.

2.2.4 Party B agrees to provide 100 new chemical  compounds annually for the Lab
to screen for potential drug  candidates.

2.2.5 Party A agrees that Party B has  priority to use the new drug  candidates.
The purchase  condition  will be discussed and  determined  case by case by both
Parties.


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<PAGE>

2.2.5 Party A agrees that Party B has full  authority to access all the new drug
patents and new drug technologies that owned by the University, and has priority
to purchase  selected patents and technologies.  The purchase  condition will be
discussed and determined case by case by both Parties.

3.   Time frame of the agreement

     The  effective  time  frame for his  agreement  is five (5)  years.  At the
     expiration date of this agreement,  the agreement will be renewed under the
     condition  that there is no  conflict  between  Party A and Party B for the
     cooperation. If there are any conflicts between both parties, the conflicts
     should be resolved through friendly negotiation.

4.   Legal effectiveness of this agreement

     This  agreement  cannot be  terminated  by either party unless both Parties
     agree to terminate this agreement.

5.   Applicable Law and Arbitration

5.1  This agreement is applicable to Chinese Law.

5.2  If there are any conflicts  between both parties,  the conflicts  should be
     resolved through friendly negotiation within 30 days; Otherwise,  it can be
     referred to the China International Economic Trade Arbitration Committee.

6.   Others

6.1  Both Parties should inform each other any notices related to this agreement
     through registered mail, fax, e-mail or mail.

6.2  This agreement become effective upon signing.

6.3  This agreement has four copies. Each party should hold two copy.


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<PAGE>

Party A China Pharmaceutical University

Representative: /s/ Huang Wen Long
               ------------------------------
               Huang Wen Long
Title: Head of Technology Department of
China Pharmaceutical University


Party B China Biopharmaceuticals Holdings Inc.

Representative: /s/ Peng Mao
               ------------------------
               Peng Mao
Title: Chief Executive Officer












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