141




                                  EXHIBIT 10.7
                                  ------------



           This is an Exhibit to the Form 20-F of Sinovac Biotech Ltd.
           -----------------------------------------------------------


                     Attached find the following materials:


           Consulting Services and Finder's Fee Agreement entered into
           -----------------------------------------------------------
         between the Company and Roberto Ebrahimi, dated April 23, 2004
         --------------------------------------------------------------


                               End of Exhibit 10.7

                                  ------------



<PAGE>


                                       142




                               CONSULTING SERVICES
                               -------------------

                           AND FINDER'S FEE AGREEMENT
                           --------------------------



          THIS CONSULTING  SERVICES AND FINDER'S FEE AGREEMENT is made and dated
          ----------------------------------------------------
for reference as fully executed on this 23rd day of April, 2004.


BETWEEN:
-------


               SINOVAC  BIOTECH LTD., a company  incorporated  under the laws of
               ---------------------
               Antigua,  West  Indies,  and  having an  address  for  notice and
               delivery  located  at No. 6 Temple  Street,  P.O.  Box  2372,  St
               John's, Antigua, West Indies

               (the "Company");
                                                               OF THE FIRST PART
                                                               -----------------


AND:
---


               ROBERTO (BAHRAM)  EBRAHIMI,  an individual  businessman having an
               --------------------------
               address for notice and delivery located at ______________________

               (the "Consultant");
                                                              OF THE SECOND PART
                                                              ------------------


               (the Company and the Consultant being hereinafter singularly also
               referred  to as a "Party"  and  collectively  referred  to as the
               "Parties" as the context so requires).


               WHEREAS:
               -------


A.   The  Company is  presently  a  reporting  development  stage  company  duly
incorporated  under the laws of Antigua,  West Indies,  whose common  shares are
presently listed for trading on the NASD Over-the-counter Bulletin Board;


B.   The Consultant  specializes in providing various  corporate  consulting and
financing  services to companies  and their  principals  and in  assisting  such
reporting companies in securing various financing and development alternatives;






<PAGE>


                                       143




C.   The  Company  is  in  the  principal   business  of  the   development  and
commercialization of human vaccines for infectious illnesses such as Hepatitis A
and Hepatitis B,  influenza and "SARS" (each such product and potential  product
and the manufacture and distribution  thereof being a "Project" herein),  and it
is the Company's  present  intention to seek  assistance in procuring  potential
financiers in connection with the financing and development of all such Projects
(each such procurement being a "Proposed Transaction"); and


D.   In the furtherance of the  Consultant's  proposed service to the Company on
behalf of and at the  direction  of the  Company the  Company  hereby  wishes to
formally retain the Consultant to provide certain corporate  consulting services
to the Company and to any of its  subsidiaries  and, in addition,  to act as the
Company's  non-exclusive  advisor in order to solicit offers from, and to assist
in the  negotiations  with,  potential  Project  financiers in order to effect a
Proposed  Transaction in connection  with any such Project,  and the Company has
hereby agreed that the  Consultant  shall be entitled to a finder's fee from the
Company in  conjunction  with the  successful  completion  of any such  Proposed
Transaction  all on the terms and conditions as set forth in this agreement (the
"Agreement");


          NOW THEREFORE THIS AGREEMENT  WITNESSETH that, in consideration of the
          ----------------------------------------
mutual  covenants and provisos  herein  contained,  THE PARTIES  HERETO AGREE AS
                                                    ----------------------------
FOLLOWS:
-------


                                    Article I
                                    ---------
                                 INTERPRETATION
                                 --------------


1.1  Definitions.  For all  purposes  of this  Agreement,  except  as  otherwise
     -----------
expressly provided or unless the context otherwise requires, the following words
and phrases shall have the following meanings:


     (a)  "Agreement" means this Consulting  Services and Finder's Fee Agreement
          as from time to time supplemented or amended by one or more agreements
          entered into pursuant to the applicable provisions hereof;

     (b)  "Arbitration  Act"  means  the  Commercial  Arbitration  Act  (British
          Columbia),  R.S.B.C.  1996,  as amended,  as set forth in Article "10"
          hereinbelow;

     (c)  "Board of  Directors"  means the Board of  Directors of the Company as
          duly constituted from time to time;





<PAGE>


                                       144




     (d)  "business day" means any day during which Canadian Chartered Banks are
          open  for  business  in the City of  Vancouver,  Province  of  British
          Columbia;

     (e)  "Company" means Sinovac Biotech Ltd., a company incorporated under the
          laws of  Antigua,  West  Indies,  or any  successor  company,  however
          formed, whether as a result of merger, amalgamation or other action;

     (f)  "Company's  Non-Renewal  Notice"  has the  meaning  ascribed  to it in
          section "3.2" hereinbelow;

     (g)  "Company's  Notice of Termination"  has the meaning  ascribed to it in
          section "3.4" hereinbelow;

     (h)  "Completed  Transaction"  has the  meaning  ascribed  to it in section
          "5.1" hereinbelow;

     (i)  "Consultant"   means   Roberto   (Bahram)   Ebrahimi,   an  individual
          businessman;

     (j)  "Effective  Date" has the  meaning  ascribed  to it in  section  "3.1"
          hereinbelow;

     (k)  "Effective Termination Date" has the meaning ascribed to it in section
          "3.4" hereinbelow;

     (l)  "Expenses"   has  the  meaning   ascribed  to  it  in  section   "4.2"
          hereinbelow;

     (m)  "Fee" has the meaning ascribed to it in section "4.1" hereinbelow;

     (n)  "Finder's  Fee"  has  the  meaning  ascribed  to it in  section  "5.1"
          hereinbelow;

     (o)  "General  Services"  has the meaning  ascribed to it in section  "2.1"
          hereinbelow;

     (p)  "Indemnified  Party" has the meaning  ascribed to it in section  "8.1"
          hereinbelow;




<PAGE>


                                       145




     (q)  "Initial  Term"  has  the  meaning  ascribed  to it in  section  "3.1"
          hereinbelow;

     (r)  "Party" or "Parties"  means the Company and/or the Consultant  hereto,
          as the context so requires,  together with their respective successors
          and permitted assigns as the context so requires;

     (s)  "Potential Project Investor" has the meaning ascribed to it in section
          "2.3" hereinbelow;

     (t)  "Project" has the meaning ascribed to it in recital "C" hereinabove;

     (u)  "Proposed  Transaction"  has the meaning ascribed to it in recital "C"
          hereinabove;

     (v)  "Regulatory Approval" means the acceptance for filing, if required, of
          the  transactions  contemplated  by this  Agreement by the  Regulatory
          Authorities;

     (w)  "Regulatory  Authority" and  "Regulatory  Authorities"  means,  either
          singularly or collectively as the context so requires, such regulatory
          agencies who have  jurisdiction over the affairs of the Company and/or
          the   Consultant  and  including,   without   limitation,   and  where
          applicable,  the British Columbia  Securities  Commission,  the United
          States   Securities   and  Exchange   Commission  and  all  regulatory
          authorities from whom any such authorization, approval or other action
          is  required  to be  obtained  or to be made in  connection  with  the
          transactions contemplated by this Agreement; and

     (x)  "subsidiary"  means any company or companies of which more than 50% of
          the outstanding  shares carrying votes at all times (provided that the
          ownership  of such  shares  confers the right at all times to elect at
          least a majority of the  directors of such company or  companies)  are
          for the time being owned by or held for that company  and/or any other
          company in like  relation to that  company and includes any company in
          like relation to the subsidiary.


1.2    Interpretation.   For the purposes of this Agreement, except as otherwise
       --------------
expressly provided or unless the context otherwise requires:




<PAGE>


                                       146




     (a)  the words  "herein",  "hereof"  and  "hereunder"  and  other  words of
          similar  import  refer  to this  Agreement  as a whole  and not to any
          particular Article, section or other subdivision of this Agreement;

     (b)  the headings are for  convenience  only and do not form a part of this
          Agreement  nor are they  intended  to  interpret,  define or limit the
          scope or extent of this or any provision of this Agreement;

     (c)  any  reference to an entity shall  include and shall be deemed to be a
          reference to any entity that is a permitted  successor to such entity;
          and

     (d)  words in the  singular  include the plural and words in the  masculine
          gender include the feminine and neuter genders, and vice versa.


                                   Article II
                                   ----------
                      SERVICES AND DUTIES OF THE CONSULTANT
                      -------------------------------------


2.1  General Services.  During the Initial Term of this Agreement the Consultant
     ----------------
will provide the Company with such general corporate  consulting services as may
be determined and required,  from time to time, by the Board of Directors of the
Company, in the Board of Directors' sole and absolute discretion,  in connection
with  the  Company  and all of its  subsidiaries,  as the  context  may  require
(collectively,  the  "General  Services"),  and  in  this  regard  it is  hereby
expressly  acknowledged  and agreed by the Parties  hereto  that the  Consultant
shall commit and provide the General Services on a reasonably  prioritized basis
during the Initial Term and during the  continuance  of this Agreement for which
the  Company,  as more  particularly  set forth  hereinbelow,  hereby  agrees to
provide the Consultant with the Fee and the Expense payment reimbursements (each
as hereinafter  determined) in accordance  with the terms and conditions of this
Agreement.


2.2  Specific services.  Without limiting the generality of the General Services
     -----------------
to be  provided  as  set  forth  in  section  "2.1"  hereinabove,  it is  hereby
acknowledged and agreed that the Consultant will provide the following  specific
corporate consulting services to the Company and to all of its subsidiaries,  as
the  context may  require,  subject at all times to the prior  direction  of the
Board of Directors of the Company:

     (a)  assistance in the initiation, creation, development,  coordination and
          administration  of a program  specifically  targeted to  maximize  the
          investment and financial community awareness of the Company and all of
          its subsidiaries, as the context may require;





<PAGE>


                                       147




     (b)  assistance in the  organization,  preparation and dissemination of any
          and all news releases and special  shareholder  or investment  reports
          for  the  Company  and  all of its  subsidiaries,  as the  context  so
          requires;

     (c)  assistance in the review with the Company and its  marketing  advisors
          of  all  notable   feedback  for  corporate   communication   planning
          respecting and via all data obtained;

     (d)  assistance in the  identification  of and recruitment of the necessary
          or advisable  resource and service  providers to effect the  Company's
          market objectives; and

     (e)  assistance in all other corporate  consulting service areas or matters
          as may be directed  from time to time by the Board of Directors of the
          Company in the Board of Directors' sole and absolute discretion.


2.3   Financing services and functions.  Without also limiting the generality of
      --------------------------------
the  General  Services  and  specific  services  to be  provided as set forth in
sections "2.1" and "2.2" hereinabove,  it is hereby also acknowledged and agreed
that the Consultant will also provide the following  specific financing services
and  functions to the Company as may be necessary  for and required with respect
to the  financing  of any  Project  and  subject,  at all  times,  to the  prior
direction of the Board of Directors of the Company:

     (a)  assistance in the analysis of debt and equity  proposals  delivered to
          the Company as compared with terms  generally  available in the market
          today;

     (b)  assistance  in  the   negotiation   and   structuring  of  a  Proposed
          Transaction  which  will  maximize  the  Company's  interests  in each
          subject Project together with the presentation of a written summary of
          said structure; provided, however, the Consultant will not be required
          to  act as a  lender  or  underwriter  of any  financing  of any  such
          Proposed Transaction;

     (c)  assistance  in  the   preparation   by  the  Company  of   information
          presentations and other documents  appropriate for the solicitation of
          expressions of interest to be made available to prospective  financing
          candidates and purchasers (each being a "Potential Project Investor");

     (d)  assistance in the  identification  of and approaches made to Potential
          Project  Investors and conducting  discussions and  negotiating  terms
          with Potential Project Investors;




<PAGE>


                                       148




     (e)  assistance  in  the   organization  of  the  due  diligence   process,
          assistance in evaluating all proposals  received and assistance in any
          further negotiations with Potential Project Investors; and

     (f)  assisting the Company and the Company's counsel in the preparation and
          completion  of any  documentation  required  in  order to  complete  a
          Proposed Transaction with any such Potential Project Investor.


2.4   Additional duties respecting the General Services.   The Consultant hereby
      -------------------------------------------------
acknowledges and agrees that the Consultant will, during the continuance of this
Agreement,  devote such of the Consultant's  time to the General Services of the
Company as may be determined  and  required,  from time to time, by the Board of
Directors  of  the  Company,  in the  Board  of  Directors'  sole  and  absolute
discretion, for the performance of said General Services faithfully, diligently,
to the  best of the  Consultant's  abilities  and in the best  interests  of the
Company  and,   furthermore,   that  the  Consultant's  business  time  will  be
prioritized for the Company in this regard.


                                   Article III
                                   -----------
                      INITIAL TERM, RENEWAL AND TERMINATION
                      -------------------------------------


3.1   Initial Term.    The initial term of this  Agreement (the "Initial  Term")
      ------------
is for a period which is the earlier of (i) two months  commencing  on April __,
2004 (the  "Effective  Date"),  or (ii) as long as the Company is  contemplating
procuring potential financing from a Potential Project Investor first introduced
by  the  Consultant  to  the  Company  in  connection  with  the  financing  and
development  of its  Projects,  subject  at all  times  to the  Company's  prior
receipt,  if  required,  of  Regulatory  Approval  from  each of the  Regulatory
Authorities to the terms and conditions of and the transactions  contemplated by
this Agreement.


3.2   Renewal by the Company.  Subject at all times to sections  "3.3" and "3.4"
      ----------------------
hereinbelow,  this  Agreement  shall  renew  automatically  if not  specifically
terminated in accordance  with the following  provisions.  The Company agrees to
notify the  Consultant  in writing at least 10 calendar days prior to the end of
the  Initial  Term of its  intent not to renew this  Agreement  (the  "Company's
Non-Renewal Notice"). Should the Company fail to provide a Company's Non-Renewal
Notice this Agreement shall  automatically  renew for a further one-month period
until  otherwise  specifically  renewed in writing by each of the Parties hereto
for the next one-month  period or,  otherwise,  terminated  upon delivery by the
Company of a corresponding  and follow-up 10 calendar day Company's  Non-Renewal
Notice in  connection  with and within 10 calendar  days prior to the end of any
such  one-month  renewal  period.  Any such renewal on a  one-month-to-one-month
basis shall be on the same terms and conditions contained herein unless modified
and agreed to in writing by the Parties.


3.3   Termination for cause by any Party.   Notwithstanding  any other provision
      ----------------------------------
of this Agreement,  this Agreement may be terminated at any time by either Party
upon written notice to the other Party and damages sought if:





<PAGE>


                                       149




     (a)  the other Party fails to cure a material  breach of any  provision  of
          this  Agreement  within 10  calendar  days from its receipt of written
          notice from said Party (unless such breach cannot be reasonably  cured
          within said 10 calendar days and the other Party is actively  pursuing
          to cure said breach);

     (b)  the other Party is willfully  non-compliant  in the performance of its
          respective  duties under this  Agreement  within 10 calendar days from
          its receipt of written  notice from said Party  (unless  such  willful
          non-compliance  cannot be reasonably corrected within said 10 calendar
          days and the other  Party is actively  pursuing  to cure said  willful
          non-compliance);

     (c)  the other Party commits fraud or serious  neglect or misconduct in the
          discharge of its respective duties hereunder or under the law; or

     (d)  the  other  Party  becomes   adjudged   bankrupt  or  a  petition  for
          reorganization  or  arrangement  under any law relating to bankruptcy,
          and where any such  involuntary  petition is not dismissed within five
          calendar days.


3.4   Termination  without cause by  the  Company.   Notwithstanding  any  other
      -------------------------------------------
provision of this Agreement,  this Agreement may be terminated by the Company at
any time after the  Effective  Date and during the  Initial  Term and during the
continuance  of this  Agreement  upon its  delivery to the  Consultant  of prior
written notice of its intention to do so (the "Company's Notice of Termination")
at least 10 calendar  days prior to the effective  date of any such  termination
(the "Effective Termination Date"). In any such event the respective obligations
of each of the Parties  hereto  under this  Agreement  (and  including,  without
limitation,  the Consultant's ongoing obligation to provide the General Services
and the Company's ongoing  obligation to provide the Fee and the Expense payment
reimbursements  (each as  hereinafter  determined))  will  continue  until  such
Effective   Termination  Date  as  provided  for  in  the  Company's  Notice  of
Termination and,  furthermore,  upon the Effective  Termination Date the Company
will also be obligated to provide the Consultant the then balance of any Fee and
Expense payment  reimbursement  which would then be due and owing by the Company
to the  Consultant to the  completion of the Initial Term of this Agreement and,
in addition,  and if this Agreement had then been  previously and  automatically
renewed  for a  further  one-month  period  in  accordance  with  section  "3.2"
hereinabove,  until the end of any such further  one-month period in conjunction
with section "3.2".


                                   Article IV
                                   ----------
                         COMPENSATION OF THE CONSULTANT
                         ------------------------------


4.1    Fee.   It is  understood  hereby  that the  Consultant  shall render  the
       ---
General Services as defined  hereinabove  during the Initial Term and during the




<PAGE>


                                       150




continuance  of this  Agreement and shall thus be compensated on a monthly basis
by the Company from the Effective Date of this  Agreement to the  termination of
the same by way of the  payment  by the  Company  to the  Consultant,  or to the
further order or direction of the Consultant as the Consultant may determine, in
the Consultant's sole and absolute  discretion,  and advise the Company of prior
to such payment,  of a monthly fee of U.S. $10,000.00 (the "Fee"), with such Fee
being due and payable by the Company to the Consultant,  or to the further order
or  direction  of  the  Consultant  as  the  Consultant  may  determine,  in the
Consultant's  sole and absolute  discretion,  and advise the Company of prior to
such payment,  on the first business day of the month following the then monthly
period of service  during the Initial  Term and during the  continuance  of this
Agreement.  In this regard,  and for the purposes of  evidencing  the  Company's
ongoing  commitment to compensate the Consultant  together with the Consultant's
ongoing commitment to perform the General Services  faithfully,  diligently,  to
the best of the Consultant's  abilities and in the best interests of the Company
during the Initial  Term and during the  continuance  of this  Agreement,  it is
hereby acknowledged and agreed that the Company shall provide the Consultant, in
the manner  aforesaid,  with the initial month's payment for the Initial Term of
this  Agreement on the first  business day following the Effective  Date of this
Agreement.


4.2    Reimbursement  of Expenses.   It  is  also  understood  hereby  that  the
       --------------------------
Consultant  shall also be reimbursed for all  pre-approved,  in writing,  direct
reasonable  expenses  actually and properly  incurred by the  Consultant for the
benefit of the Company (collectively, the "Expenses"), which Expenses have first
been approved by the Board of Directors of the Company,  and which Expenses,  it
is hereby acknowledged and agreed, shall be payable by the Company to the order,
direction  and account of the  Consultant  as the  Consultant  may  designate in
writing, from time to time, in the Consultant's sole and absolute discretion, as
soon as  conveniently  possible  after the prior  delivery by the  Consultant of
written substantiation on account of each such reimbursable Expense.


                                    Article V
                                    ---------
                    FINANCING COMPENSATION OF THE CONSULTANT
                    ----------------------------------------


5.1    Finder's Fee to the Consultant During First Twelve Months.  For the first
       ---------------------------------------------------------
twelve months from the Effective Date of this Agreement,  and subject to section
"5.3" hereinbelow,  a finder's fee (the "Finder's Fee") shall be due and payable
by the  Company  to the  Consultant  in  conjunction  with the due and  complete
closing of any and all Proposed  Transactions  (each such  Proposed  Transaction
then being a "Completed Transaction") which were negotiated by the Consultant on
behalf of the Company,  and which were  accepted by the Company,  in  connection
with  any  Potential  Project  Investors  which  were  initially  contacted  and
introduced by the  Consultant  directly or indirectly to the Company  during the
first twelve months from the Effective Date of this  Agreement,  of an aggregate
of two percent  (2%) in cash and two  percent  (2%) in  securities,  on the same
terms as the Completed  Transaction,  of all of the Potential Project Investors'
contracted for financing,  acquisition and/or development costs and requirements
associated  with  any  Completed  Transaction  with the  Company,  with any such
Finder's Fee being due and payable by the Company to the  Consultant,  or to the
further order or direction of the Consultant as the Consultant may determine, in
the Consultant's sole and absolute  discretion,  and advise the Company of prior




<PAGE>


                                       151




to any such  payment,  within 10 business days of any payment or incurrence by a
Potential Project Investor of any financing and/or earn-in costs associated with
any such Completed Transaction.


5.2   Compensation  payable after the First  Twelve Month Period.   It is hereby
      ----------------------------------------------------------
also  acknowledged  and agreed by the Parties hereto that after the first twelve
months from the Effective Date of this  Agreement,  and subject to section "5.3"
hereinbelow,  any Finder's Fee described under section "5.1" hereinabove will be
reduced to an  aggregate  of one percent  (1%) in cash and one  percent  (1%) in
securities,  on the same terms as the Completed  Transaction,  and will still be
due and payable to the Consultant by the Company,  in the manner as set forth in
section  "5.1"  hereinabove,  in the  event  that any  Proposed  Transaction  is
successfully  closed as a Completed  Transaction  after the first twelve  months
from the Effective  Date of this Agreement  provided that the Potential  Project
Investor who is the subject of the Completed Transaction was initially contacted
and introduced by the Consultant directly or indirectly to the Company.


5.3   Existing Potential  Project  Investors  and   non-exclusivity.   Upon  the
      -------------------------------------------------------------
execution of this Agreement the Consultant  acknowledges and agrees that certain
Potential  Project  Investors  have  already  been in contact  with the Company,
either  directly  or  indirectly,   regarding  a  Proposed   Transaction,   and,
furthermore,  that the Company may,  during the Initial Term and the continuance
of this  Agreement,  continue  to approach  other  Potential  Project  Investors
regarding  a  Proposed  Transaction  without  any  participation  therein by the
Consultant.  Correspondingly,  and in the event  that  there is a  closing  of a
Completed  Transaction  with any such  Potential  Project  Investor  during  the
Initial Term and during the  continuance of this Agreement  where said Completed
Transaction  is not a direct  result  of the  introduction  and  efforts  of the
Consultant on behalf of the Company as set forth and required hereinabove, it is
hereby also acknowledged and agreed that no Finder's Fee whatsoever shall be due
and payable by the Company to the Consultant on the due and complete  closing of
any such Completed Transaction with any such Potential Project Investor.


5.4    Fees to other parties.  If the Company  agrees to pay a commission or fee
       ---------------------
related to a Completed  Transaction to anyone else, such commission or fee shall
not reduce  the  Finder's  Fee which may also be  payable by the  Company to the
Consultant in accordance with the terms of this Agreement.


5.5    No other fees.   The  Consultant  hereby  covenants and  agrees  with the
       -------------
Company that, to the best of the Consultant's knowledge, information and belief,
having made due  enquiry,  no other  finder's  fee or  commission  is or will be
payable  by the  Company to any other  party in  connection  with any  Completed
Transaction hereunder.




<PAGE>


                                       152




                                   Article VI
                                   ----------
                    ADDITIONAL OBLIGATIONS OF THE CONSULTANT
                    ----------------------------------------


6.1    Confidentiality.    The  Consultant  will not, except  as  authorized  or
       ---------------
required by the Consultant's  duties hereunder,  reveal or divulge to any person
or companies any information  concerning the organization,  business,  finances,
transactions  or other  affairs of the Company,  or of any of its  subsidiaries,
which may come to the Consultant's  knowledge during the Initial Term and during
the  continuance of this  Agreement,  and the  Consultant  will keep in complete
secrecy all  confidential  information  entrusted to the Consultant and will not
use or attempt  to use any such  information  in any manner  which may injure or
cause loss either directly or indirectly to the Company's respective businesses.
This  restriction will continue to apply after the termination of this Agreement
without  limit  in point of time  but  will  cease  to apply to  information  or
knowledge which may come into the public domain.


6.2    Compliance with applicable laws.   The  Consultant  will  comply with all
       -------------------------------
Canadian,  U.S.  and  foreign  laws,  whether  federal,   provincial  or  state,
applicable  to the  Consultant's  duties  hereunder  and,  in  addition,  hereby
represents and warrants that any information which the Consultant may provide to
any person or company hereunder will, to the best of the Consultant's knowledge,
information  and belief,  be accurate and complete in all material  respects and
not misleading,  and will not omit to state any fact or information  which would
be material to such person or company.


6.3    Opinions,  reports  and  advice  of  the  Consultant.    The   Consultant
       ----------------------------------------------------
acknowledges and agrees that all written and oral opinions,  reports, advice and
materials  provided  by the  Consultant  to the Company in  connection  with the
Consultant's  engagement hereunder are intended solely for the Company's benefit
and for the  Company's  use only,  and that any such written and oral  opinions,
reports,  advice and information are the exclusive  property of the Company.  In
this regard the Consultant covenants and agrees that the Company may utilize any
such opinion, report, advice and materials for any other purpose whatsoever and,
furthermore, may reproduce, disseminate, quote from and refer to, in whole or in
part,  at any time and in any  manner,  any such  opinion,  report,  advice  and
materials in the Company's sole and absolute discretion.  The Consultant further
covenants and agrees that no public  references to the  Consultant or disclosure
of the  Consultant's  role in respect of the  Company be made by the  Consultant
without the prior written consent of the Company in each specific  instance and,
furthermore, that any such written opinions, reports, advice or materials shall,
unless otherwise  required by the Company,  be provided by the Consultant to the
Company in a form and with such substance as would be acceptable for filing with
and approval by any Regulatory Authority having jurisdiction over the affairs of
the Company from time to time.




<PAGE>


                                       153




                                   Article VII
                                   -----------
                           REPORTING BY THE CONSULTANT
                           ---------------------------


7.1    Reporting.   At least once in every month, or so often as may be required
       ---------
by the  Company,  the  Consultant  will  provide the Board of  Directors  of the
Company with such information concerning the results of the Consultant's General
Services  and  activities  hereunder  for the  previous  month  as the  Board of
Directors  of the Company may  reasonably  require.  In  addition,  it is hereby
further  acknowledged  and reaffirmed that any written  information or materials
provided by the Consultant to any person or company hereunder will be subject to
the prior  review,  approval  and  direction  of the Board of  Directors  of the
Company.


                                  Article VIII
                                  ------------
                      INDEMNIFICATION AND LEGAL PROCEEDINGS
                      -------------------------------------


8.1   Indemnification.  The Parties hereto agree to indemnify  and save harmless
      ---------------
the other Party hereto, including its respective affiliates and their respective
directors, officers, employees and agents (each such party being an "Indemnified
Party") harmless from and against any and all losses,  claims,  actions,  suits,
proceedings,  damages,  liabilities  or  expenses  of  whatever  nature or kind,
including any investigation expenses incurred by any Indemnified Party, to which
an Indemnified Party may become subject by reason of the terms and conditions of
this Agreement.


8.2   No indemnification.   This indemnity  will  not  apply  in  respect  of an
      ------------------
Indemnified  Party in the  event  and to the  extent  that a court of  competent
jurisdiction in a final judgment shall determine that the Indemnified  Party was
grossly negligent or guilty of willful misconduct.


8.3    Claim of indemnification.   The  Parties  hereto agree to waive any right
       ------------------------
they might have of first requiring the  Indemnified  Party to proceed against or
enforce any other right, power, remedy, security or claim payment from any other
person before claiming this indemnity.


8.4    Notice of claim.   In case any action  is brought  against an Indemnified
       ---------------
Party in respect of which  indemnity  may be sought  against  any of the Parties
hereto, the Indemnified Party will give the relevant Party hereto prompt written
notice of any such action of which the Indemnified  Party has knowledge and such
Party will  undertake  the  investigation  and defense  thereof on behalf of the
Indemnified Party,  including the prompt Consulting of counsel acceptable to the
Indemnified  Party  affected  and the  payment of all  expenses.  Failure by the
Indemnified  Party to so notify  shall  not  relieve  any  Party  hereto of such
Party's obligation of  indemnification  hereunder unless (and only to the extent
that) such failure  results in a forfeiture  by any Party hereto of  substantive
rights or defenses.




<PAGE>


                                       154




8.5    Settlement.   No admission  of liability and  no settlement of any action
       ----------
shall be made without the consent of each of the Parties  hereto and the consent
of the Indemnified Party affected, such consent not to be unreasonable withheld.


8.6   Legal proceedings.   Notwithstanding  that the relevant  Party hereto will
      -----------------
undertake the investigation and defense of any action, an Indemnified Party will
have the right to employ separate  counsel in any such action and participate in
the defense  thereof,  but the fees and  expenses of such counsel will be at the
expense of the Indemnified Party unless:

     (a)  such counsel has been authorized by the relevant Party hereto;

     (b)  the  relevant  Party  hereto has not assumed the defense of the action
          within a  reasonable  period  of time  after  receiving  notice of the
          action;

     (c)  the named parties to any such action include that any Party hereto and
          the  Indemnified  Party shall have been  advised by counsel that there
          may be a  conflict  of  interest  between  any  Party  hereto  and the
          Indemnified Party; or

     (d)  there are one or more  legal  defenses  available  to the  Indemnified
          Party which are  different  from or in addition to those  available to
          any Party hereto.


8.7    Contribution.   If for any reason other than the gross negligence  or bad
       ------------
faith of the  Indemnified  Party  being  the  primary  cause of the loss  claim,
damage, liability, cost or expense, the foregoing indemnification is unavailable
to the Indemnified  Party or  insufficient  to hold them harmless,  the relevant
Party hereto shall  contribute to the amount paid or payable by the  Indemnified
Party as a result of any and all such losses,  claim,  damages or liabilities in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
received by any Party  hereto on the one hand and the  Indemnified  Party on the
other,  but  also  the  relative  fault  of  the  Parties  and  other  equitable
considerations  which  may  be  relevant.  Notwithstanding  the  foregoing,  the
relevant  Party  hereto  shall in any event  contribute  to the  amount  paid or
payable  by the  Indemnified  Party,  as a result  of the loss,  claim,  damage,
liability, cost or expense (other than a loss, claim, damage, liability, cost or
expenses, the primary cause of which is the gross negligence or bad faith of the
Indemnified  Party),  any  excess  of such  amount  over the  amount of the fees
actually received by the Indemnified Party hereunder.




<PAGE>


                                       155




                                   Article IX
                                   ----------
                                  FORCE MAJEURE
                                  -------------


9.1    Events.    If  either  Party hereto  is at  any time  either  during this
       ------
Agreement or thereafter prevented or delayed in complying with any provisions of
this  Agreement  by  reason  of  strikes,  walk-outs,  labour  shortages,  power
shortages,  fires, wars, acts of God, earthquakes,  storms, floods,  explosions,
accidents,  protests or  demonstrations  by  environmental  lobbyists  or native
rights groups,  delays in transportation,  breakdown of machinery,  inability to
obtain  necessary  materials in the open market,  unavailability  of  equipment,
governmental  regulations restricting normal operations,  shipping delays or any
other reason or reasons beyond the control of that Party,  then the time limited
for the performance by that Party of its respective  obligations hereunder shall
be  extended  by a period of time  equal in  length  to the  period of each such
prevention or delay.


9.2    Notice.    A Party shall  within  three calendar days  give notice to the
       ------
other Party of each event of force majeure under section "9.1" hereinabove,  and
upon  cessation of such event shall  furnish the other Party with notice of that
event together with  particulars of the number of days by which the  obligations
of that  Party  hereunder  have been  extended  by virtue of such event of force
majeure and all preceding events of force majeure.


                                    Article X
                                    ---------
                                   ARBITRATION
                                   -----------


10.1   Matters for Arbitration.  The Parties agree that all questions or matters
       -----------------------
in dispute with  respect to this  Agreement  shall be  submitted to  arbitration
pursuant to the terms hereof.


10.2   Notice.   It shall be a condition precedent to the  right of any Party to
       ------
submit any matter to  arbitration  pursuant to the provisions  hereof,  that any
Party  intending  to refer any matter to  arbitration  shall have given not less
than five business  days' prior written  notice of its intention to do so to the
other  Party  together  with  particulars  of  the  matter  in  dispute.  On the
expiration of such five business days the Party who gave such notice may proceed
to  refer  the  dispute  to  arbitration  as  provided  for  in  section  "10.3"
hereinbelow.


10.3    Appointments.    The   Party  desiring  arbitration  shall  appoint  one
        ------------
arbitrator, and shall notify the other Party of such appointment,  and the other
Party shall,  within five business days after receiving such notice,  appoint an
arbitrator,  and the two arbitrators so named,  before proceeding to act, shall,
within five business days of the  appointment of the last appointed  arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with them and
be chairman of the  arbitration  herein  provided  for. If the other Party shall
fail to appoint an arbitrator  within five business days after receiving  notice
of the appointment of the first arbitrator, and if the two arbitrators appointed
by the Parties shall be unable to agree on the appointment of the chairman,  the




<PAGE>


                                       156




chairman shall be appointed in accordance  with the  Arbitration  Act. Except as
specifically otherwise provided in this section, the arbitration herein provided
for shall be conducted in accordance with such Arbitration Act. The chairman, or
in the case where only one arbitrator is appointed, the single arbitrator, shall
fix a time and place for the purpose of hearing the evidence and representations
of the Parties,  and he shall  preside over the  arbitration  and  determine all
questions of procedure not provided for by the  Arbitration Act or this section.
After hearing any evidence and representations  that the Parties may submit, the
single arbitrator,  or the arbitrators,  as the case may be, shall make an award
and reduce the same to  writing,  and  deliver  one copy  thereof to each of the
Parties. The expense of the arbitration shall be paid as specified in the award.


10.4     Award.    The  Parties  agree  that  the  award  of a  majority  of the
         -----
arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be
final and binding upon each of them.


                                   Article XI
                                   ----------
                               GENERAL PROVISIONS
                               ------------------


11.1   Entire  Agreement.  This  Agreement constitutes  the entire  agreement to
       -----------------
date  between  the  Parties  hereto and  supersedes  every  previous  agreement,
expectation,  negotiation,  representation  or  understanding,  whether  oral or
written,  express or implied,  statutory or otherwise,  between the Parties with
respect to the subject matter of this Agreement.


11.2   No assignment.  This Agreement may not be assigned by either Party except
       -------------
with the prior written consent of the other Party.


11.3   Notice.  Each notice, demand or other communication required or permitted
       ------
to be given  under  this  Agreement  shall be in  writing  and  shall be sent by
prepaid  registered  mail deposited in a recognized post office and addressed to
the Party  entitled  to receive the same,  or  delivered  to such Party,  at the
address for such Party specified on the front page of this  Agreement.  The date
of receipt of such notice,  demand or other  communication  shall be the date of
delivery  thereof if delivered,  or, if given by  registered  mail as aforesaid,
shall be deemed  conclusively to be the third day after the same shall have been
so mailed,  except in the case of interruption of postal services for any reason
whatsoever,  in which  case the date of  receipt  shall be the date on which the
notice,  demand or other  communication  is actually  received by the addressee.
Either  Party may at any time and from time to time  notify  the other  Party in
writing of a change of address  and the new  address  to which  notice  shall be
given to it thereafter until further change.


11.4   Time of the essence.   Time will be of the essence of this Agreement.
       -------------------





<PAGE>


                                       157




11.5   Enurement.   This  Agreement  will enure  to the benefit  of  and will be
       ---------
binding  upon  the  Parties  hereto  and  their  respective  heirs,   executors,
administrators and assigns.


11.6   Currency.  Unless otherwise stipulated, all payments  required to be made
       --------
pursuant to the  provisions of this  Agreement  and all money amount  references
contained herein are in lawful currency of the United States of America.


11.7  Regulatory Authorities.  This Agreement is subject to the prior Regulatory
      ----------------------
Approval, if required, of each of the Regulatory Authorities.


11.8   Further assurances.   The  Parties  will  from  time  to  time  after the
       ------------------
execution of this  Agreement  make,  do,  execute or cause or permit to be made,
done or executed,  all such further and other acts, deeds,  things,  devices and
assurances in law  whatsoever as may be required to carry out the true intention
and to give full force and effect to this Agreement.


11.9   Representation and costs.   It  is  hereby  acknowledged  by  each of the
       ------------------------
Parties  hereto that, as between the Company and the Consultant  herein,  Devlin
Jensen acts solely for the Company,  and that the Consultant has been advised by
both  Devlin  Jensen and the  Company to obtain  independent  legal  advice with
respect to the Consultant's review and execution of this Agreement. In addition,
it is hereby  further  acknowledged  and agreed by the Parties  hereto that each
Party to this Agreement will bear and pay its own costs, legal and otherwise, in
connection  with  its  respective  preparation,  review  and  execution  of this
Agreement and, in particular, that the costs involved in the preparation of this
Agreement,  and all  documentation  necessarily  incidental  thereto,  by Devlin
Jensen shall be at the cost of the Company.


11.10   Applicable law.   The situs  of  this Agreement  is  Vancouver,  British
        --------------
Columbia,  and for all purposes this Agreement  will be governed  exclusively by
and construed and enforced in accordance with the laws and courts  prevailing in
the Province of British Columbia.


11.11   Severability and construction.   Each Article, section,  paragraph, term
        -----------------------------
and provision of this Agreement,  and any portion  thereof,  shall be considered
severable,  and if, for any reason,  any portion of this Agreement is determined
to be invalid,  contrary to or in conflict with any applicable present or future
law,  rule or  regulation  in a final  unappealable  ruling issued by any court,
agency or tribunal  with valid  jurisdiction  in a proceeding to which any Party
hereto is a party,  that ruling shall not impair the  operation  of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible  (all of which shall remain  binding on the Parties and continue to
be given full  force and  effect as of the date upon  which the  ruling  becomes
final).





<PAGE>


                                       158




11.12    Captions.  The captions, section numbers and  Article numbers appearing
         --------
in this Agreement are inserted for convenience of reference only and shall in no
way define,  limit,  construe or describe the scope or intent of this  Agreement
nor in any way affect this Agreement.


11.13   Counterparts.  This Agreement may be signed by the Parties  hereto in as
        ------------
many counterparts as may be necessary,  and via facsimile if necessary,  each of
which so signed being deemed to be an original  and such  counterparts  together
constituting  one and the  same  instrument  and,  notwithstanding  the  date of
execution,  being  deemed to bear the  execution  date as set forth on the front
page of this Agreement.


11.14   No partnership or agency.   The  Parties have not created a  partnership
        ------------------------
and  nothing  contained  in  this  Agreement  shall  in  any  manner  whatsoever
constitute  any Party the partner,  agent or legal  representative  of the other
Party,  nor create  any  fiduciary  relationship  between  them for any  purpose
whatsoever.


11.15   Consents  and  waivers.   No  consent  or waiver expressed or implied by
        ----------------------
either Party in respect of any breach or default by the other in the performance
by such other of its obligations hereunder shall:


     (a)  be valid  unless it is in writing and stated to be a consent or waiver
          pursuant to this section;

     (b)  be  relied  upon as a consent  to or  waiver  of any  other  breach or
          default of the same or any other obligation;

     (c)  constitute a general waiver under this Agreement; or

     (d)  eliminate or modify the need for a specific consent or waiver pursuant
          to this section in any other or subsequent instance.


          IN  WITNESS  WHEREOF  the  Parties  hereto  have  hereunto  set  their
          -------------------
respective hands and seals as at the Effective Date as hereinabove determined.


The CORPORATE SEAL of                       )
SINOVAC BIOTECH LTD.,                       )
---------------------                       )
the Company herein, was hereunto affixed    )
in the presence of:                         )              (C/S)
                                            )
/s/ Weidong Yin                             )
--------------------------------------      )
Authorized Signatory                        )





<PAGE>


                                       159




SIGNED and DELIVERED by                     )
ROBERTE EBRAHIMI,                           )
----------------                            )
the Finder herein, in the presence of:      )
                                            )
                                            )
Witness Signature                           )         /s/ Roberto Ebrahimi
                                            )      --------------------------
                                            )           ROBERTO EBRAHIMI
                                            )
Witness Address                             )
                                            )
                                            )
Witness Name and Occupation                 )



                                   ----------