EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into this
29th day of August,  2004,  between China  Biopharmaceuticals  Corp.,  a British
Virgin  Islands  corporation  with its  principal  place of business  located at
Nanjing   City,   Jiangsu   Province,   China,   which  will  merge  into  China
Biopharmaceuticals  Holdings, Inc., a Delaware corporation (the "Company"),  and
An, Lu Fan, residing at Suite 1101, Building 25, Jiasheng Garden; Nanjing, China
210013(the "Executive").

     WHEREAS,  the Company's business consists of the development and production
of  bioengineered  or small  molecule  pharmaceutical  products  and  activities
incidental thereto (the "Business");

     WHEREAS,  the Company has expended  considerable time, effort and resources
in the development of certain Confidential Information,  as defined hereinbelow,
which must be maintained as  confidential  in order to ensure the success of the
Company's Business; and

     WHEREAS,  the Executive  will have  immediate  access to such  Confidential
Information immediately upon the Executive's execution of this Agreement;

     NOW,  THEREFORE,  in consideration of the covenants and promises  contained
herein,  the  compensation  and  benefits  received  by the  Executive  from the
Company,  and the access given the Executive to the aforesaid  confidential  and
proprietary  information,  and for other good and  valuable  consideration,  the
sufficiency of and receipt of which are hereby acknowledged, the Company and the
Executive agree as follows:

     1. Employment Period.  The Company offers to employ the Executive,  and the
Executive  agrees to be employed by Company,  in  accordance  with the terms and
subject to the conditions of this Agreement  commencing on the effective date of
this Agreement (the  "Commencement  Date") and terminating the fifth anniversary
of the Commencement Date (the "Scheduled  Termination Date"),  unless terminated
prior thereto in accordance with the provisions of paragraph 7 hereinbelow.  The
Executive  affirms that no obligation exists between the Executive and any other
entity  which  would  prevent  or  impede  the  Executive's  immediate  and full
performance of every obligation of this Agreement.

     2.  Position  and  Duties.  During the term of the  Executive's  employment
hereunder,  the  Executive  will serve in the  position,  and assume  duties and
responsibilities  consistent  with the position of President and Chief Operation
Officer  unless and until  otherwise  instructed  by the Company.  The Executive
agrees to devote  substantially all of his working time, skill,  energy and best
business  efforts  during  the  term of his  employment  with the  Company.  The
Executive  covenants  and  agrees  that  for so  long as he is  employed  by the
Company,  the  Executive  shall  inform the  Company of each and every  business
opportunity  related  to the  business  of the  Company  of which the  Executive
becomes aware, and that the Executive will not, directly or indirectly,  exploit
any such  opportunity for the  Executive's  own account,  nor will the Executive
render any services to any other person or business, acquire any interest of any
type in any other  business or engage in any  activities  that conflict with the
Company's best interests or which is in competition with the Company.


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     3.  Hours of Work.  The  Executive's  normal  days and hours of work  shall
coincide  with  the  Company's   regular  business  hours.  The  nature  of  the
Executive's  employment  with the Company  requires  flexibility in the days and
hours that the Executive must work, and may necessitate  that the Executive work
on other or additional days and hours. The Company reserves the right to require
the Executive, and the Executive agrees, to work during other or further days or
hours than the Company's normal business hours.

     4. Location.  The locus of the Executive's employment with Company shall be
the  Company's  office  located at Suite 410, No. 139,  Matai St.  Nanjing City,
Jiangsu Province, China 210009. The Company may, in its sole discretion, require
the  Executive  to  travel  to and  reside  in, on a  temporary,  indefinite  or
permanent basis, in any other location throughout the world in which the Company
or any of its affiliates has offices.

     5. Base  Salary;  Reimbursement  of  Expenses.  (a) During the  Executive's
continued full and satisfactory  performance of his duties and  responsibilities
hereunder,  the Company shall pay or cause to pay, and the  Executive  agrees to
accept, during the first year (the "First Year") of the Executive's  employment,
in consideration for the Executive's services,  pro rata payments, as earned and
consistent with Company's  then-existing  payroll  practices,  of the annualized
salary  of  US$15,000.00,  less  all  applicable  taxes  and  other  appropriate
deductions.  Following  the First Year,  the  Executive's  base salary  shall be
reviewed annually by the Board of Directors of the Company. The Company reserves
the right, in its sole  discretion,  and the Executive  hereby  acknowledges the
Company's right, to make no such payments or make reduced payments in connection
with any periods of  unauthorized  or  unjustified  absence  from work or in the
event that the  Executive is  unavailable  or unable to perform the  Executive's
duties for the Company  without  adequate  justification,  as  determined by the
Company in its sole discretion.

     (b) The Company  shall  promptly pay or  reimburse  the  Executive  for all
reasonable  expenses  actually and properly (in  accordance  with the  Company's
policy)  incurred  or paid by him,  in an  amount  not to exceed  US$50,000,  in
connection with the performance of his services under this Agreement (including,
without limitation,  travel expenses) upon presentation of expense statements or
vouchers or such other supporting documentation in such form and containing such
information as the Company may from time to time require.

     6. Stock Options.  During the Executive's  continued full and  satisfactory
performance  of his duties and  responsibilities  hereunder,  and subject to the
provisions in paragraph 7  hereinbelow,  the Company shall award to him, in four
quarterly  installments on each three month  anniversary  after the Commencement
Date, options to purchase shares of common stock of the Company pursuant to, and
in accordance  with the terms and  conditions  of, the China  Biopharmaceuticals
Holdings,  Inc.  2004 Stock Option Plan  expected to be adopted by the Company's
Board of  Directors on August 20, 2004 (the "Stock  Option  Plan") and any stock
option  agreement  entered into by the Company and the  Executive.  The exercise
price for each option granted to the Executive  shall be US$1.5.  Each quarterly
grant shall  consist of the  quantity  of shares of common  stock of the Company
whose  aggregate  market  price at close of trading  on the date of grant  minus
their  aggregate  exercise  price equals  $7,500.00.  The  Executive's  right to
receive any quarterly grant of stock options is subject to and conditional  upon
his status as a full-time employee of the Company at the time of such grant, and


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the Executive  shall not be entitled to any portion of any quarterly  grant that
has not  already  been  awarded  to him  prior  to his  last  date of  full-time
employment with the Company.

     7. Termination.

     a. Death Or  Resignation.  If the Executive dies or resigns during the term
of this Agreement,  this Agreement shall automatically  terminate on the date of
the Executive's death or resignation and,  following the date of the Executive's
death or resignation, the Company shall have no further obligations or liability
to the  Executive  or his heirs,  administrators  or  executors  with respect to
compensation  and  benefits  thereafter,  except for the  obligation  to pay the
Executive  any earned but unpaid base salary  through  the  Executive's  date of
death  or  resignation  and to pay the  Executive  for any  unused  accrued  and
unforfeited  vacation.   The  Company  shall  deduct,  from  all  payments  made
hereunder,  all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions.

     b. Disability.  At any time during the term of this Agreement,  the Company
may terminate this  Agreement and the  Executive's  employment  with the Company
because of the Executive's "Disability," by written notice to the Executive. For
purposes  of  this  Agreement,  "Disability"  shall  mean,  if at the end of any
calendar month during the term of this Agreement,  the Executive, as a result of
mental or  physical  illness or  injury,  is or has been  unable to perform  his
duties under this Agreement,  without or without reasonable  accommodation,  for
(i) the four (4) preceding  consecutive calendar months, or (ii) any 180 days in
the previous twelve (12) months. If this Agreement is terminated  because of the
Executive's  "Disability,"  the  Company  shall have no further  obligations  or
liability  to the  Executive  or his heirs,  administrators  or  Executors  with
respect to compensation  and benefits  thereafter,  except for the obligation to
pay the Executive any earned but unpaid base salary through the Executive's last
date of  employment  with the  Company and to pay the  Executive  for any unused
accrued and unforfeited  vacation.  The Company shall deduct,  from all payments
made hereunder,  all applicable taxes,  including income tax, FICA and FUTA, and
other appropriate deductions.

     c. "Cause." At any time during the term of this Agreement,  the Company may
terminate this Agreement and the Executive's employment with the Company, at any
time, for "Company Cause." For purposes of this Agreement, "Company Cause" shall
mean: (i) the good faith  determination by the Company's Board of Directors that
there has been continued  neglect by the Executive of his duties  hereunder,  or
(ii)  willful  misconduct  on  the  Executive's  part  in  connection  with  the
performance of his duties hereunder,  provided however, that the Executive shall
have been given one (1) written  notice of such  determination  by the Company's
Board of Directors of continued neglect or willful misconduct and thereafter the
Executive  shall not have  cured  such  neglect  or  willful  misconduct  to the
satisfaction of the Company's Board of Directors within fifteen (15) days of the
Executive's receipt of such written notice,  (iii) the Executive is convicted of
or pleads  guilty or no contest  to a felony or other  conduct  involving  moral
turpitude.  If this Agreement is terminated for "Company  Cause,"  following the
Executive's last date of employment with the Company,  the Company shall have no
further  obligations or liability to the Executive or his heirs,  administrators
or Executors with respect to compensation  and benefits  thereafter,  except for
the  obligation to pay the  Executive any earned but unpaid base salary  through
the  Executive's  last  date  of  employment  with  the  Company  and to pay the


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Executive for any unused  accrued and  unforfeited  vacation.  The Company shall
deduct, from all payments made hereunder, all applicable taxes, including income
tax, FICA and FUTA, and other appropriate deductions.

     d. Termination By The Chief Executive Officer.  At any time during the term
of this  Agreement,  the Chief  Executive  Officer of the  Company,  in his sole
discretion, may terminate this Agreement and the Executive's employment with the
Company without  "Company Cause" by delivering to the Executive  written notice.
In the event that this Agreement and the Executive's employment with the Company
is terminated pursuant to this subparagraph 7(d), following the Executive's last
date of  employment  with  the  Company,  the  Company  shall  have  no  further
obligations  or  liability  to the  Executive  or his heirs,  administrators  or
executors with respect to compensation  and benefits,  except for the obligation
to pay the Executive any earned but unpaid base salary  through the  Executive's
last date of  employment,  the  obligation  to pay the  Executive for any unused
accrued and  unforfeited  vacation,  and the  obligation  to continue to pay the
Executive his base salary in accordance with paragraph 5(a) hereinabove  through
the Scheduled Termination Date. The Company shall deduct, from all payments made
hereunder,  all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions.

     8. Confidential Information.

     a. The Executive  expressly  acknowledges  that, in the  performance of his
duties and  responsibilities  with the Company,  he will be exposed to the trade
secrets,  business and/or  financial  secrets and  confidential  and proprietary
information  of the  Company,  its  affiliates  and/or its clients or  customers
("Confidential   Information").   The  term  "Confidential   Information"  means
information  or material  that has actual or potential  commercial  value to the
Company,  its  affiliates  and/or its clients or customers  and is not generally
known to and is not readily ascertainable by proper means to persons outside the
Company, its affiliates and/or its clients or customers,  and includes,  without
limitation,  and includes,  without  limitation,  the following,  whether or not
expressed  in a  document  or  medium,  regardless  of the  form in  which it is
communicated,  whether or not such information is on the Company's forms, memos,
computer  disc or tape,  or  otherwise,  whether or not such  information  is in
written  or  verbal  form,   and  whether  or  not  marked  "trade   secret"  or
"confidential"  or any similar legend:  (i) sales  information,  (ii) operations
information,  (iii) financial information,  (iv) administrative information, (v)
research information, (vi) customer information, (vii) supplier information, and
(viii)  any  other  information   concerning  the  Company,  its  business,  its
properties or its affairs that the Company deems to be  confidential  or that is
confidential according to industry practices.

     b.  Except as  authorized  in  writing  by the  Company's  Chief  Executive
Officer, during the term of this Agreement and thereafter until such time as any
such   Confidential   Information   become   generally   known  to  and  readily
ascertainable  by proper means to persons  outside the Company,  its  affiliates
and/or  its  clients  or  customers,  the  Executive  agrees  to  keep  strictly
confidential and not use or disclose,  cause to be used or disclosed,  or permit
to be used or disclosed, to any person or entity and/or for his personal benefit
or the benefit to any other person or entity, any Confidential Information.


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     c. The Executive  agrees that upon  termination of his employment  with the
Company for any reason,  he will promptly return to the Company all Confidential
Information  within his  possession  or within his power to control,  including,
without limitation all copies of such Confidential Information, all abstracts of
such  Confidential   Information  and  any  other  information  containing  such
Confidential Information in whole or in part.

     d. The  Executive  affirms  that he does not possess and will not rely upon
the protected trade secrets or  confidential  or proprietary  information of the
Executive's prior employer(s) in providing services to the Company.

     9. Ownership and Assignment of Inventions.

     a. The  Executive  acknowledges  that,  in  connection  with his duties and
responsibilities  relating to his  employment  with the Company,  the  Executive
and/or other  employees of the Company  working with the Executive,  without the
Executive or under the Executive's  supervision,  may create, conceive of, make,
prepare,  work on or  contribute  to the  creation  of,  or may be  asked by the
Company  and/or its  affiliates  or  customers  to create,  conceive  of,  make,
prepare,  work on or contribute to the creation of, without  limitation,  lists,
business  diaries,  business  address  books,  documentation,  ideas,  concepts,
inventions, designs, works of authorship, computer programs, audio/visual works,
developments,  proposals,  works for hire or other materials ("Inventions").  To
the  extent  that  any  such  Inventions  relate  to any  actual  or  reasonably
anticipated  business of the Company or any of its  affiliates or customers,  or
falls  within,  is  suggested  by or  results  from any  tasks  assigned  to the
Executive for or on behalf of the Company or any of its affiliates or customers,
the Executive  expressly  acknowledges  that all of his  activities  and efforts
relating to any Inventions,  whether or not performed  during the Executive's or
the Company's  regular  business hours,  are within the scope of the Executive's
employment  with the  Company  and that the  Company  owns all right,  title and
interest in and to all Inventions, including, to the extent that they exist, all
intellectual property rights thereto, including, without limitation, copyrights,
patents and trademarks in and to all Inventions. The Executive also acknowledges
and agrees that the Company owns and is entitled to sole ownership of all rights
and proceeds to all Inventions.

     b. The  Executive  expressly  acknowledges  and  agrees  to  assign  to the
Company,  and hereby assigns to the Company, all of the Executive's right, title
and interest in and to all Inventions,  including, to the extent they exist, all
intellectual property rights thereto, including, without limitation, copyrights,
patents and trademarks in and to all Inventions.

     c. In connection with all Inventions,  the Executive agrees to disclose any
Invention  promptly  to the  Company  and to no  other  person  or  entity.  The
Executive further agrees to execute promptly, at the Company's request, specific
written  assignments  of  the  Executive's  right,  title  and  interest  in any
Inventions,  and do anything else reasonably  necessary to enable the Company to
secure or obtain a copyright,  patent,  trademark or other form of protection in
or for any  Invention in the United  States or other  countries.  The  Executive
further agrees that the Company is not required to designate the Executive as an
author  of or  contributor  to  any  Invention  or  to  secure  the  Executive's
permission to change or otherwise alter any Invention.


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     d. The Executive  acknowledges  that all rights,  waivers,  releases and/or
assignments  granted  herein and made by the Executive are freely  assignable by
the Company  and are made for the  benefit of the  Company  and its  affiliates,
subsidiaries, licensees, successors and assigns.

     e. The Executive agrees to waive, and hereby does waive, for the benefit of
all  persons,  any and all  right,  title and  interest  in the nature of "moral
rights" or "droit moral" granted to the Executive in any country in the world.

     10.  Non-Competition  And  Non-Solicitation.  Because  of the nature of the
Company's  Business,  and  because,  as a result  of their  employment  with the
Company,  the Executive  and other  present and former  employees of the Company
have  been  and will be  exposed  to  Confidential  Information,  the  Executive
acknowledges  that the Company would sustain  grievous harm in the event that he
or  the  Company's   other  present  and  former   employees  were  to  disclose
Confidential  Information,  engage in business  activities that compete with the
Business,  appropriate  or divert  business or customers  of the Company  and/or
induce  employees or  consultants  of the Company to leave the employment of the
Company,  all of  which  would  violate  recognized  employee  obligations.  The
Executive  acknowledges  that the Company has a legitimate  business interest in
protecting  itself  from  the  aforementioned  harm  and in the  protection  and
maintenance  of  the  Confidential   Information  and  the  Company's   customer
relationships.  Therefore, the Executive hereby agrees and covenants to be bound
by the non-competition and non-solicitation  restrictions set forth hereinbelow,
which  restrictions  the Executive  agrees and  acknowledges  are reasonable and
necessary and do not impose undue hardship or burdens on the Executive.

     a. The Executive agrees that,  during his employment with the Company for a
period of three (3) years  following the  termination of his employment with the
Company, he shall not directly or indirectly own, manage,  operate,  control, be
employed by, consult for, be a shareholder of, be an officer of, participate in,
contract  with or be  connected  in any capacity or any manner with any business
that directly or indirectly  (whether  through  related  companies or otherwise)
competes  with the  Company  anywhere  in the  United  States  and the  People's
Republic  of China  where the  Company  is  engaged  in the  Business,  provided
however,  that the Executive shall not be prevented from owning an interest in a
publicly traded company so long as the fair market value of such interest at the
date of  acquisition  is less than One Hundred  Thousand  United States  Dollars
(US$100,000.00)  and none of the  Executive or his  affiliates  will directly or
indirectly  (whether  through related  companies or otherwise)  compete with the
Company  anywhere in the United States and the People's  Republic of China where
the Company is engaged in the Business.

     b. The Executive  agrees that during the period of his employment  with the
Company and for a period of three (3) years  following  the  termination  of his
employment  with the Company,  for any reason he will not directly or indirectly
supervise,  manage,  hire, cause to be hired or otherwise induce any employee of
the Company to leave the employment of the Company or any independent contractor
of the Company to terminate its relationship with the Company, for any reason.


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     c. The Executive  agrees that during the period of his employment  with the
Company and for a period of three (3) years  following  the  termination  of his
employment  with the Company,  he will not directly or  indirectly  appropriate,
divert or assist  another  to  appropriate  or divert  any  actual or  potential
business  or  customer  away  from  the  Company,  or  attempt  to do any of the
foregoing or otherwise  induce or attempt to induce any customer of the Company,
to  terminate  or  adversely  modify its  relationship  with the  Company or any
potential customer to not enter into a relationship with the Company.

     d. If any of the restrictive  covenants set forth in paragraphs  10(a), (b)
and (c) of this Agreement is held to be invalid,  illegal or  unenforceable  (in
whole or in part),  such  restrictive  covenant shall be deemed  modified to the
extent,   but  only  to  the  extent,   of  such   invalidity,   illegality   or
unenforceability,  and a court of competent jurisdiction shall have the power to
modify,  any such  restrictive  covenant to the extent  necessary to render such
provision  enforceable,  and the  remaining  restrictive  covenant  shall not be
affected thereby.

     e. In the event of a  violation  of any of the  restrictive  covenants  set
forth in paragraphs  10(a),  (b) and (c) of this Agreement,  if the Executive is
prevented  by a court or  arbitrator  from  committing  any  further  violation,
whether by a temporary  restraining  order,  injunction or  otherwise,  the time
periods set forth in paragraphs  10(a),  (b) and (c) of this Agreement  shall be
computed  by  commencing  the  periods  on the date of the  applicable  court or
arbitrators'  order and  continuing  them  from  that  date for the full  period
provided.

     f. The Executive shall have the right to request a waiver of all or part of
the restrictive  covenants  contained in paragraphs  10(a),  (b) and (c) of this
Agreement by providing the Company with a written request for such a waiver that
contains all relevant  details.  The Company may, in its sole discretion,  waive
all or part of the restrictive  covenants contained in paragraphs 10(a), (b) and
(c) of this Agreement on such terms and conditions,  and to such extent,  as it,
in its sole discretion, deems appropriate. Such waiver must be in writing.

     g. The parties  acknowledge that this Agreement would not have been entered
into,  that the  benefits  described  in  paragraphs 5 and 6 would not have been
promised to the  Executive  by the  Company,  in the absence of the  Executive's
covenants  and  promises  set  forth in  paragraphs  10(a),  (b) and (c) of this
Agreement.

     11.   Notwithstanding   the  termination  of  this  Agreement  and  of  the
Executive's  employment  with  the  Company,  paragraphs  8,  9 and  10 of  this
Agreement  shall  continue  in full  force and effect in  accordance  with their
terms.

     12.  Dispute  Resolution.  The  Executive  and the  Company  agree that any
dispute or claim, whether based on contract, tort, discrimination,  retaliation,
or  otherwise,  relating to,  arising from, or connected in any manner with this
Agreement  or with the  Executive's  employment  with  Company,  if not amicably
settled by the parties,  shall be resolved exclusively through final and binding
arbitration  under the auspices of the Hong Kong Chamber of Commerce ("HKCC") in
accordance with the commercial  arbitration rules and  supplementary  procedures
for international  commercial  arbitration of the HKCC. The arbitration shall be
held in Hong Kong.  There shall be three  arbitrators:  one arbitrator  shall be


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chosen by each party to the dispute and those two  arbitrators  shall choose the
third  arbitrator.  Each party  shall  cooperate  with the other in making  full
disclosure of and providing  complete  access to all  information  and documents
requested by the other party in  connection  with the  arbitration  proceedings.
Arbitration shall be the sole, binding, exclusive and final remedy for resolving
any dispute between the parties; provided,  however, that either party may apply
to any court of competent  jurisdiction in the State of New York for enforcement
of any award granted by the arbitrators. The arbitrators shall have jurisdiction
to determine any claim,  including the arbitrability of any claim,  submitted to
them. The  arbitrators  may grant any relief  authorized by law for any properly
established  claim. The  interpretation  and enforceability of this paragraph of
this  Agreement  shall be governed and construed in  accordance  with the United
States Federal  Arbitration Act, 9. U.S.C. ss.1, et seq. More specifically,  the
parties  agree to submit to binding  arbitration  any claims for unpaid wages or
benefits, or for alleged  discrimination,  harassment,  or retaliation,  arising
under Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the National
Labor  Relations Act, the Age  Discrimination  in Employment  Act, the Americans
With Disabilities  Act, the Executive  Retirement Income Security Act, the Civil
Rights of 1991, the Family and Medical Leave Act, the Fair Labor  Standards Act,
Sections 1981 through 1988 of Title 42 of the United States Code, COBRA, and any
other federal, state, or local law, regulation, or ordinance, and any common law
claims,  claims for breach of contract,  or claims for declaratory  relief.  The
Executive  acknowledges  that the purpose and effect of this paragraph is solely
to  elect  private  arbitration  in lieu of any  judicial  proceeding  he  might
otherwise  have available to him in the event of an  employment-related  dispute
between him and the Company. Therefore, the Executive hereby waives his right to
have any such  employment-related  dispute heard by a court or jury, as the case
may  be,   and   agrees   that  his   exclusive   procedure   to   redress   any
employment-related claims will be arbitration.

     13. Miscellaneous.

     a.  Telephones,   stationery,  postage,  e-mail,  the  internet  and  other
resources  made  available to the  Executive by the Company,  are solely for the
furtherance of the Company's business.

     b. All issues concerning,  relating to or arising out of this Agreement and
from the Executive's employment by the Company,  including,  without limitation,
the construction and interpretation of this Agreement,  shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to that State's principles of conflicts of law.

     c. The Executive and the Company agree that any provision of this Agreement
deemed  unenforceable  or invalid may be reformed to permit  enforcement  of the
objectionable provision to the fullest permissible extent. Any provision of this
Agreement deemed  unenforceable after modification shall be deemed stricken from
this  Agreement,  with the remainder of the Agreement being given its full force
and effect.

     d. The Company shall be entitled to equitable relief,  including injunctive
relief and specific  performance as against the Executive,  for the  Executive's
threatened or actual breach of paragraphs 8, 9 or 10 of this Agreement, as money
damages  for  a  breach  thereof  would  be  incapable  of  precise  estimation,


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uncertain,  and an  insufficient  remedy for an actual or  threatened  breach of
paragraphs  8, 9 or 10 of this  Agreement.  The  Executive and the Company agree
that any pursuit of equitable relief in respect of paragraphs 8, 9 or 10 of this
Agreement shall have no effect whatsoever  regarding the continued viability and
enforceability of paragraph 11 of this Agreement.

     e. Any waiver or inaction  by the Company for any breach of this  Agreement
shall not be deemed a waiver of any subsequent breach of this Agreement.

     f. The  Executive  and the Company  independently  have made all  inquiries
regarding  the  qualifications  and  business  affairs of the other which either
party deems  necessary.  The Executive  affirms that he fully  understands  this
Agreement's  meaning and legally  binding  effect.  Each party has  participated
fully and equally in the negotiation and drafting of this Agreement.  Each party
assumes the risk of any  misrepresentation  or mistaken  understanding or belief
relied upon by her or it in entering into this Agreement.

     g. The Company and the Executive agree that the Executive's  obligations to
the Company during the Executive's  employment with the Company,  as well as any
other  obligation of the Executive under this Agreement,  may be assigned to any
successor in interest to the Company or any division or affiliate of the Company
in its sole discretion and without  additional  consideration or prior notice to
the Executive,  but that nothing  requires the Company to do so. The Executive's
obligations  under this Agreement are personal in nature and may not be assigned
by the Executive to any other person or entity.

     h.  The  Company  and the  Executive  acknowledge  and  agree  that  future
alterations  to  the  Executive's  work  hours,  working  title,  management  or
supervisory  responsibilities,   number  of  subordinate  Executives,  sales  or
promotional  budgets,   reporting  relationships  within  the  Company  or  with
businesses affiliated with the Company,  management  responsibilities or duties,
or similar changes or alterations may occur periodically  during the Executive's
employment  with the  Company.  The  Company  and the  Executive  agree that the
Company,  in its sole discretion,  may implement such alterations or adjustments
for any or no reason and that any such action  shall not  constitute a breach of
this  Agreement  so long as the  Company  continues  to  perform  its  remaining
obligations as provided by this Agreement.

     i. This  instrument  constitutes the entire  Agreement  between the parties
regarding  its  subject  matter.  When  signed by all  parties,  this  Agreement
supersedes   and   nullifies   all  prior  or   contemporaneous   conversations,
negotiations,  or agreements,  oral and written, regarding the subject matter of
this Agreement.  In any future  construction  of this Agreement,  this Agreement
should be given its plain meaning.  This Agreement may only be amended only by a
writing signed by the Company and the Executive.

     j.  This  Agreement  may  be  executed  in   counterparts,   a  counterpart
transmitted via facsimile,  and all executed counterparts,  when taken together,
shall constitute sufficient proof of the parties' entry into this Agreement. The
parties agree to execute any further or future  documents which may be necessary
to  allow  the full  performance  of this  Agreement.  This  Agreement  contains
headings for ease of reference. The headings have no independent meaning.


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<PAGE>

THE  EXECUTIVE  STATES  THAT HE HAS FREELY  AND  VOLUNTARILY  ENTERED  INTO THIS
AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION  THEREOF.
THIS  AGREEMENT  IS  EFFECTIVE  UPON THE  EXECUTION  OF THIS  AGREEMENT  BY BOTH
PARTIES.

                        UNDERSTOOD, AGREED, AND ACCEPTED:



An, Lu Fan                                         CHINA BIOPHARMACEUTICALS
                                                   HOLDINGS, INC.


Name: /S/ An, Lu Fan                               By: /s/ Mao, Peng
     -------------------                              --------------------------
                                                      Name: Mao, Peng
                                                      Title: CEO

Date:  August 29th, 2004                              Date:    August 29th, 2004





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