EXHIBIT
      4.28





**SHARE
      TRANSFER AGREEMENT**





**WITH
      RESPECT TO THE SHARES OF**





**Biocentury
      Transgene (China) Co., Ltd.**




**By
      and Between**





**CHINA
      M&A MANAGEMENT HOLDINGS, INC.**





**And**





**BEIJING
      ORIGIN SEED LIMITED**





EXHIBIT
        4.28


This
      Share Transfer Agreement (the “Agreement *”* )
      is made
      by and between the following parties on June 13, 2006 in Shenzhen:





(1)
            Transferor/Party
                A**: CHINA M&A MANAGEMENT HOLDINGS, INC.**Legal
                Representative: Wang Wei


Address:
      Room1202, Building A, Financial Garden, Haikou.





(2)
            Transferee/Party
                B:**BEIJING
                ORIGIN SEED LIMITED**


Legal
      Representative: Han Gengchen


Address:
      No.21 ShengMingYuan Road, Changping District, Beijing.





The
      Transferor and the Transferee are hereinafter collectively referred to as “Both
      Parties” and individually as a “Party.”




**WHEREAS:**





1
            Until
                to the execution day of this Agreement, the Transferor is the legal
                owner
                of 19% share of B**iocentury
                Transgene (China) Co., Ltd.**(the “Biocentury*”*)
                which was registered at Shenzhen Administration For Industry &
                Commerce on August 19, 1998owith
                the registered capital of RMB
                80,000,000;





2
            The
                Transferee’s is a joint-stock company with legal
                entity;





3
            The
                transferor agrees to transfer and the transferee agrees to purchase
                Transferor’s 19% share of Biocentury,
                and





4
            The
                shareholders' committeeof
                B**iocentury
                Transgene (China) Co., Ltd.**also agrees that Transferee accepts the Transferor’s 19% share of the
                Biocentury.




**THEREFORE,** through
      friendly negotiation between Transferor and Transferee under principle
      of equality and mutual benefit ,
      the
      following agreements have been reached regarding the foresaid share transfer
      hereof:





**ARTICLE
      ONE Transfer Consideration And Payment**





1.1
      Party
      A agrees that the consideration of the share transfer shall be RMB 15,200,000
      to
      transfer under conditions set forth in this Agreement and Party B agrees to
      accept the shares under the consideration.





EXHIBIT
        4.28


1.2
      Party
      B agrees RMB 15,200,000 will be paid to Party A within 10 business days after
      the accomplishment of the target share ownership alternation procedure at
      Administration for Industry & Commerce.




**ARTICLE
      TWO Warranties and Commitment**





2.1
      The
      target share is legally and fully owned by Transferor on the settlement day
      and
      Transferor has full rights to dispose of the target share. There are no
      mortgage, pledge, lien and the other third party rights over the target share.
      Otherwise Transferor shall bear all the potential economic and legal
      liability.





2.2
      Transferee shall pay the consideration of the share in full under conditions
      of
      ARTICLE ONE 1.2 in this Agreement.





**ARTICLE
      THREE** **Contingent** **Claims
      and Liabilities**





After
      the
      execution date of the contract, Transferor still shall bear all contingent claims
      and liabilities of Biocentury according to its owned share ratio.





**ARTICLE
      FOUR Expenses related to the share transfer**





Both
      Parties agree to share 50% respectively of the Expenses related to the share
      transfer.





**ARTICLE
      FIVE Liability for Breach of Contract**





5.1
      Either party to this Agreement does not fulfill partial or full obligations
      under this Agreement, the defaulting party shall bear all liabilities and
      responsibilities.





EXHIBIT
        4.28


5.2
      If
      Transferee fails to pay the consideration according to the deadline and amount
      mentioned in ARTICLE ONE 1.2, Transferee shall pay defaulting fines of 0.5‰ of
      the consideration beginning with the overdue date daily.




**ARTICLE
      SIX Modification and Termination**





Under
      any
      of the following circumstances, either party can modify or terminated this
      Agreement, but both Parties shall sign a new agreement regarding modification
      and termination:





**i.**
            Force
                Majeure, or other circumstances that either party can’t prevent as except
                both parties are in error.


**ii.**
            One
                party loses its capacity for the performance of this Agreement.


**iii.**
            One
                party breaches its obligations under this Agreement and cause strong
                adverse impact on the other party’s economic interest, therefore the
                Agreement is necessary to be
                terminated.


**iv.**
            Under
                any change of the circumstances, both Parties negotiate and agree
                to.


**v.**
            **Others**





**ARTICLE
      SEVEN Disputes Settlement**





7.1
      Disputes related to effectiveness, performance, breach and termination of this
      Agreement shall be resolved through friendly negotiations by the
      parties.





7.2
      If
      such negotiation fails, either Party has the right to submit the dispute to
      Shenzhen Arbitration Commission.





**ARTICLE
      EIGHT** **Condition
      and Date of effectiveness**





This
      Agreement shall come into effect after signature and seal by the transferor
      and
      the transferee, or their authorized representatives.







EXHIBIT
        4.28


**ARTICLE
      NINE**





This
      Agreement is made in sextuplicate, one text for each party, including PartyA,
      PartyB, and B **iocentury** ,
      and
      other texts shall be submit to related branch of government for further
      procedures.







Wang
      Wei





CHINA
      M&A MANAGEMENT HOLDINGS, INC





Legal
      Representative and Authorized Representative: (Signature)







Han
      Gengchen





BEIJING
      ORIGIN SEED LIMITED


Legal
      Representative and Authorized Representative: (Signature)








EXHIBIT
        4.28


**SUPPLEMENTARY
      AGREEMENT** ****


**OF
      THE SHARE TRANSFER AGREEMENT**


**DATED
      JUNE 13** **TH** **,
      2006**




This
      Supplementary Agreement is effective as of June 13, 2006 and is made by and
      between:





(3)
            Transferor/Party
                A**: CHINA M&A MANAGEMENT HOLDINGS, INC.**Legal
                Representative: Wang Wei


Address:
      Room1202, Building A, Financial Garden, Haikou.





(4)
            Transferee/Party
                B:**BEIJING
                ORIGIN SEED LIMITED**


Legal
      Representative: Han Gengchen


Address:
      No.21 ShengMingYuan Road, Changping District, Beijing.





The
      Transferor and the Transferee are hereinafter collectively referred to as “Both
      Parties” and individually as a “Party.”





**WHEREAS,** Both
      Parties have signed the Share Transfer Agreement on June 13, 2006
      (“Agreement”).





**NOW
      THEREFORE,** after
      negotiation, Both Parties agree to enter into this Complementary Agreement
      under
      the following terms:




**ARTICLE
      ONE SHARE TRANSFER**





Both
      Parties signed the Share Transfer Agreement on June 13, 2006. Transferor agrees
      to transfer to Transferee under conditions set forth in the Agreement 19% shares
      of B **iocentury
      Transgene (China) Co., Ltd.(“** B **iocentury”)** ,
      the
      consideration of the share transfer shall be RMB 16,700,000.




**ARTICLE
      TWO TERM OF PAYMENT**





Transferee
      agrees to pay the consideration of the share transfer, RMB16,700,000 within
      10
      business days after accomplishment of the target shares ownership alteration
      procedure at Administration for Industry & Commerce directly to the
      Biocentury.







EXHIBIT
        4.28


**ARTICLE
      THREE CONDITIONS OF EFFECTIVENESS**





The
      Complementary Agreement shall come into effect after signature and seal by
      both
      Parties. In case of any terms and conditions of this agreement conflicting
      with
      the Share Transfer Agreement dated June 13 th ,
      2006,
      it shall be subject to this Complementary Agreement.




**ARTICLE
      FOUR**





This
      Complementary Agreement is made in triplicate ,
      one for
      each party, including Transferor, Transferee, and Biocentury.





Wang
      Wei





CHINA
      M&A MANAGEMENT HOLDINGS, INC





Legal
      Representative and Authorized Representative: (Signature)







Han
      Gengchen





BEIJING
      ORIGIN SEED LIMITED





Legal
      Representative and Authorized Representative: (Signature)