EXHIBIT
10.16

    


    EQUITY
PLEDGE AGREEMENT


    


    This
Equity Pledge Agreement (hereinafter this "Agreement") is made and entered into
as of September 28, 2010, by and between the following parties in
Guangzhou, the People’s Republic of China (“China” or the “PRC”):

    


    
      Party
A:   Guangdong Hopsun Polypeptide Biological Technology Co., Ltd.
(the “Pledgee”)

    

    Party
B:   Dongliang Chen, Shengfan Yan (the “Pledgor”)

    Party
C:   Guangdong Xinpu Polypeptide Research Co., Ltd. (the
“Company”)

    


    Each of
the Pledgee and Pledgor and Party C shall be hereinafter referred to as a
“Party” respectively, and as the “Parties” collectively.


    


    RECITALS

    


    
      
        	
                (1)

              	
                The
      Pledgee, a limited liability company duly incorporated under the laws of
      China which has the expertise in the business of polypeptide-related
      health product development, sales and marketing, related technical
      consultation, etc.

              


      

    

    


    
      	
              (2)

            	
              The
      Company is a limited liability company duly incorporated under the laws of
      China which has the expertise in the business of polypeptide-related
      health product development, related real estate development, related
      technical consultation, etc.

            


    

    


    
      	
              (3)

            	
              The
      Pledgor is the sole shareholder of the Company by holding 100 % of equity
      interests.

            


    

    


    
      
        	
                (3)

              	
                The
      Pledgee
      and the Company have executed an Exclusive Business Cooperation Agreement
      (hereinafter “Services Agreement”) concurrently herewith. The Company
      shall pay service fees to Pledgee for offering services (the “Services
      Fees”).

              


      

    

    


    
      
        	
                (4)

              	
                In
      order to ensure that the Company and Pledgor will perform its obligations
      under the Services Agreement, and in order to provide an additional
      mechanism for the Pledgee to enforce its rights to collect the Services
      Fees from the Company, the Pledgor agrees to pledge all his equity
      interest in the Company as security for the performance of the obligations
      of the Company and Pledgor under the Services Agreement and the payment of
      Services Fees under such
agreements.

              


      

    

    


    NOW THEREFORE, the Pledgee,
the Company and the Pledgor through mutual negotiations hereby enter into this
Agreement based upon the following terms:

    


    1.         
   Definitions and
Interpretation.  Unless otherwise provided in this Agreement,
the following terms shall have the following meanings:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.1

            	
              “Pledge” refers
      to the full content of Section 2
hereunder.

            


    

    


    
      
        	
              	
                1.2

              	
                “Equity
      Interest” refers to all the equity interest in the Company legally
      held by the Pledgor.

              


      

    

    


    
      
        	
              	
                1.3

              	
                “Term of Pledge”
      refers to the period provided for under Section 3.2
    hereunder.

              


      

    

    


    
      
        	
              	
                1.4

              	
                “Event of
      Default” refers to any event in accordance with Section 7.1
      hereunder.

              


      

    

    


    
      
        	
              	
                1.5

              	
                “Notice of
      Default” refers to the notice of default issued by the Pledgee in
      accordance with this
Agreement.

              


      

    

    


    2.           Pledge.      The
Pledgor agrees to pledge his equity interest in the Company to the Pledgee
(“Pledged
Collateral”) as a security for the obligations of the Company and Pledgor
under the Services Agreement and the payment of Services Fees under such
agreements. The Pledge under this Agreement refers to the rights owned by the
Pledgee, who shall be entitled to a priority in receiving payment by the
proceeds from the auction or sale of the equity interest pledged by the Pledgor
to the Pledgee.

    


    3.           
Term of
Pledge

    


    
      
        	
              	
                3.1

              	
                The
      term of the Pledge shall last until two (2) years after the obligations
      under the Services Agreement are
fulfilled.

              


      

    

    


    
      
        	
              	
                3.2

              	
                During
      the term of the Pledge, the Pledgee shall be entitled to sell, or dispose
      of the pledged assets in accordance with this Agreement in the event that
      the Company and Pledgor fail to pay the Service Fees in accordance with
      the Services Agreement.

              


      

    

    


    
      
        	
              	
                3.3

              	
                During
      the term of the Pledge, the Pledgee shall be entitled to collect any and
      all dividends declared or paid in connection with the equity
      interest.

              


      

       

    

    
      
        	
              	
                4.

              	
                Pledge Procedure and
      Registration

              


      

    

    


    
      
        	
              	
                4.1

              	
                The
      Pledge under this Agreement shall be recorded in the Register of
      Shareholders/owners of the Company. he Pledgor shall process the
      registration procedures with the Administration for Industry and Commerce
      concerning the Pledge.

              


      

       

      
        
          	
                	
                  5.

                	
                  Representation and
      Warranties of Pledgor

                


        

        


        
          	
                	
                  5.1

                	
                  The
      Pledgor is the legal owner of the equity interest
  pledged.

                


        

        


        
          	
                	
                  5.2

                	
                  The
      Pledgor has not pledged the equity interest to any other party, and or the
      equity interest is not encumbered to any other person except for the
      Pledgee.

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  6.

                	
                  Covenants of
      Pledgor

                


        

        


        
          	
                	
                  6.1

                	
                  During
      the effective term of this Agreement, the Pledgors promise to the Pledgee
      for its benefit that the Pledgors
shall:

                


        

        


        
          	
                	
                  6.1.1

                	
                  Not
      transfer or assign the equity interest, create or permit to create any
      pledges which may have an adverse effect on the rights or benefits of the
      Pledgee without prior written consent from the
  Pledgee.

                


        

        


        
          	
                	
                  6.1.2

                	
                  Comply
      with and implement laws and regulations with respect to the pledge of
      rights; present to the Pledgee the notices, orders or suggestions with
      respect to the Pledge issued or made by the competent authority within
      five (5) days upon receiving such notices, orders or suggestions; and
      comply with such notices, orders or suggestions; or object to the
      foregoing matters at the reasonable request of the Pledgee or with consent
      from the Pledgee.

                


        

        


        
          	
                	
                  6.1.3

                	
                  Timely
      notify the Pledgee of any events or any received notices which may affect
      the Pledgor's equity interest or any part of its right, and any events or
      any received notices which may change the Pledgor's any warranty and
      obligation under this Agreement or affect the Pledgor’s performance of its
      obligations under this Agreement.

                


        

        


        
          	
                	
                  6.2

                	
                  The
      Pledgor agrees that the Pledgee’s right to the Pledge obtained from this
      Agreement shall not be suspended or inhibited by any legal procedure
      launched by the Pledgor or any successors of the Pledgor or any person
      authorized by the Pledgor or any such other
  person.

                


        

        


        
          	
                	
                  6.3 

                	
                   The
      Pledgor promises to the Pledgee that in order to protect or perfect the
      security for the payment of the Services Fees, the Pledgor shall execute
      in good faith and cause other parties who have interests in the Pledge to
      execute all the title certificates, contracts, and perform actions and
      cause other parties who have interests to take action, as required by the
      Pledgee; and make access to exercise the rights and authorization vested
      in the Pledgee under this
Agreement.

                


        

        


        
          	
                	
                  6.4 

                	
                  The
      Pledgor promises to the Pledgee that he will execute all amendment
      documents (if applicable and necessary) in connection with any
      registration of the Pledge with the Pledgee or its designated person (a
      natural person or a legal entity), and provide the notice, order and
      decision to the Pledgee as necessary, within a reasonable amount of time
      upon request.

                


        

        


        
          	
                	
                  6.5

                	
                  The
      Pledgor promises to the Pledgee that he will comply with and perform all
      the guarantees, covenants, warranties, representations and conditions for
      the benefits of the Pledgee. The Pledgor shall compensate all the losses
      suffered by the Pledgee as a result of the Pledgor failing to perform or
      fully perform his guarantees, covenants, warranties, representations and
      conditions.

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  7. 

                	
                  Events Of
      Default.

                


        

        


        
          	
                	
                  7.1 

                	
                  The
      following events shall be regarded as the events of
    default:

                


        

        


        
          	
                	
                  7.1.1

                	
                  This
      Agreement is deemed illegal by a governing authority in the PRC, or the
      Pledgor is not capable of continuing to perform the obligations herein due
      to any reason except force majeure;

                


        

        


        
          	
                	
                  7.1.2

                	
                  The
      Company and Pledgor fail to make full payment of the Services Fees as
      scheduled under the Service
Agreement;

                


        

        


        
          	
                	
                  7.1.3

                	
                  The
      Pledgor makes any materially false or misleading representations or
      warranties under Section 5 herein, and/or the Pledgor breaches any
      warranties under Section 5 herein;

                


        

        


        
          	
                	
                  7.1.4

                	
                  The
      Pledgor breaches the covenants under Section 6
  herein;

                


        

        


        
          	
                	
                  7.1.5

                	
                  The
      Pledgor breaches the term or condition
herein;

                


        

        


        
          	
                	
                  7.1.6

                	
                  The
      Pledgor waives the pledged equity interest or transfers or assigns the
      pledged equity interest without prior written consent of the
      Pledgee;

                


        

        


        
          	
                	
                  7.1.7

                	
                  The
      Company is incapable of repaying the general debt or other
      debt;

                


        

        


        
          	
                	
                  7.1.8

                	
                  The
      property of the Pledgor is adversely affected causing the Pledgee to
      believe that the capability of the Pledgor to perform the obligations
      herein is adversely affected;

                


        

        


        
          	
                	
                  7.1.9

                	
                  The
      successors or agents of the Company and Pledgor are only able to perform a
      portion of or refuse to perform the payment obligations under the Service
      Agreement;

                


        

        


        
          	
                	
                  7.1.10

                	
                  The
      breach of the other terms by action or inaction under this agreement by
      the Pledgor.

                


        

        


        
          	
                	
                  7.2 

                	
                  The
      Pledgor shall immediately give a written notice to the Pledgee if the
      Pledgor is aware of or discovers that any event under Section 7.1 herein
      or any event that may result in the foregoing events has occurred or is
      likely to occur.

                


        

        


        
          	
                	
                  7.3

                	
                  Unless
      the event of default under Section 7.1 herein has been solved to the
      Pledgee’s satisfaction, the Pledgee, at any time when the event of default
      occurs or thereafter, may give a written notice of default to the Pledgor
      and require the Pledgor to immediately make full payment of the
      outstanding Service Fees under the Service Agreement and other payables or
      exercise other rights in accordance with Section 8
  herein.

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  8.

                	
                  Exercise of
      Remedies

                


        

        


        
          	
                	
                  8.1 

                	
                  Authorized Action by
      Secured Party. The Pledgor hereby irrevocably appoints the Pledgee
      the attorney-in-fact of the Pledgor for the purpose of carrying out the
      security provisions of this Agreement and taking any action and executing
      any instrument that the Pledgee may deem necessary or advisable to
      accomplish the purposes of this Agreement. If an event of default occurs,
      or is continuing, the Pledgee shall have the right to exercise the
      following rights and powers:

                


        

        


        
          	
                	
                  (a)

                	
                  Collect
      by legal proceedings or otherwise and endorse and/or receive all payments,
      proceeds and other sums and property now or hereafter payable on or on
      account of the Pledged Collateral;

                


        

        


        
          	
                	
                  (b) 

                	
                  Enter
      into any extension, reorganization, deposit, merger, consolidation or
      other agreement pertaining to, or deposit, surrender, accept, hold or
      apply other property in exchange for the Pledged
    Collateral;

                


        

        


        
          	
                	
                  (c) 

                	
                  Transfer
      the Pledged Collateral to its own or its nominee’s
  name,

                


        

        


        
          	
                	
                  (d) 

                	
                  Make
      any compromise or settlement, and take any action it deems advisable, with
      respect to the Pledged Collateral;

                


        

        


        
          	
                	
                  (e)

                	
                  Notify
      any obligor with respect to any Pledged Collateral to make payment
      directly to the Pledgee;

                


        

        


        
          	
                	
                  8.2 

                	
                  Event of defaults;
      Remedies. Upon the occurrence of an event of default, Pledgee may,
      without notice to or demand on the Pledgor and in addition to all rights
      and remedies available to Pledgee, at law or otherwise, do any of the
      following:

                


        

        


        
          	
                	
                  (a) 

                	
                  Require
      the Pledgor to immediately pay all outstanding unpaid amounts due under
      the Consulting Services Agreement;

                


        

        


        
          	
                	
                  (b) 

                	
                  Foreclose
      or otherwise enforce Pledgee's security interest in any manner permitted
      by law or provided for in this
Agreement;

                


        

        


        
          	
                	
                  (c) 

                	
                  Terminate
      this Agreement pursuant to Section
11;

                


        

        


        
          	
                	
                  (d)

                	
                  Exercise
      any and all rights as beneficial and legal owner of the Pledged
      Collateral; and

                


        

        


        
          	
                	
                  (e)

                	
                  Exercise
      any and all the rights and remedies of a secured party upon default under
      applicable law.

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  8.3

                	
                  The
      Pledgee shall give a notice of default to the Pledgor when the Pledgee
      exercises its remedies under this
Agreement.

                


        

        


        
          	
                	
                  8.4

                	
                  The
      Pledgee may exercise its remedies under this Agreement at any time after
      the Pledgee gives a notice of default according to this
      Agreement.

                


        

        


        
          	
                	
                  8.5

                	
                  The
      Pledgee is entitled to priority in receiving payment by the evaluation or
      proceeds from the auction or sale of whole or part of the equity interest
      pledged herein in accordance with legal procedure until the unpaid
      Services Fees under the Services Agreement are
  repaid.

                


        

        


        
          	
                	
                  8.6

                	
                  The
      Pledgor shall not hinder the Pledgee from exercising its rights in
      accordance with this Agreement and shall give necessary assistance so that
      the Pledgee may exercise its rights in
full.

                


        

        


        
          	
                	
                  9.

                	
                  Assignment.

                


        

        


        
          	
                	
                  9.1

                	
                  The
      Pledgor shall not donate or transfer rights and obligations herein without
      prior consent from the Pledgee.

                


        

        


        
          	
                	
                  9.2 

                	
                   This
      Agreement shall be binding upon each of the Pledgor and his, her or its
      successors and be binding on the Pledgee and his each successor and
      assignee.

                


        

        


        
          	
                	
                  9.3

                	
                  The
      Pledgee may transfer or assign his all or any rights and obligations under
      the Service Agreement to any individual specified by it (natural person or
      legal entity) at any time.

                


        

        


        
          	
                	
                  9.4

                	
                  In
      the event of a change in control of the Pledgee’s resulting in the
      transfer or assignment of this agreement, the successor parties to the
      pledge shall execute a new pledge
contract.

                


        

        


        
          	
                	
                  10. 

                	
                  Fees and Other
      Charges

                


        

        


        
          	
                	
                  10.1 

                	
                  The
      Pledgor shall be responsible for all the fees and actual expenses in
      relation to this Agreement, if any, including but not limited to legal
      fees, stamp tax and any other taxes and
charges.

                


        

        


        
          	
                	
                  11. 

                	
                  Dispute
      Resolution

                


        

        


        
          	
                	
                  11.1

                	
                  This
      Agreement shall be governed by and construed in accordance with the PRC
      laws.

                


        

        


        
          	
                	
                  11.2

                	
                  Arbitration.
      Any dispute arising from, out of or in connection with this Agreement
      shall be settled through friendly consultations between the Parties. In
      the event the Parties fail to reach an agreement on the dispute within 30
      days after either Party's request to the other Parties for resolution of
      the dispute through negotiations, either Party may submit the relevant
      dispute to the local competent arbitration committee for arbitration, in
      accordance with its Arbitration Rules. The arbitration shall be conducted
      in Guangzhou, and the language used in arbitration shall be Chinese. The
      arbitration award shall be final and binding on all
    Parties..

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  12. 

                	
                  NOTICES

                


        

        


        Notices
or other communications required to be given by any party pursuant to this
Agreement shall be written in English and Chinese and delivered personally or
sent by registered mail or postage prepaid mail or by a recognized courier
service or by facsimile transmission to the address of relevant each party or
both parties set forth below or other address of the party or of the other
addressees specified by such party from time to time. The date when the notice
is deemed to be duly served shall be determined as the follows: (a) a notice
delivered personally is deemed duly served upon the delivery; (b)a notice sent
by mail is deemed duly served the tenth(10th)day after the date when the air
registered mail with postage prepaid has been sent out (as is shown on the
postmark),or the fourth(4th)day after the delivery date to the internationally
recognized courier service agency; and(c)a notice sent by facsimile transmission
is deemed duly served upon the receipt time as is shown on the transmission
confirmation of relevant documents.

        


        
          	
                	
                  13.

                	
                  GENERAL

                


        

        


        
          	
                	
                  13.1 

                	
                  The
      failure to exercise or de]ay in exercising a right or remedy under this
      Agreement shall not constitute a waiver of the right or remedy or waiver
      of any other rights or remedies and no single or partial exercise of any
      right or remedy under this Agreement shall prevent any further exercise of
      the right or remedy or the exercise of any other right or
      remedy.

                


        

        


        
          	
                	
                  13.2

                	
                  Should
      any Clause or any part of any Clause contained in this Agreement be
      declared invalid or unenforceable for any reason whatsoever, all other
      Clauses or parts of Clauses contained in this Agreement shall remain in
      full force and effect.

                


        

        


        
          	
                	
                  13.3

                	
                  This
      Agreement constitutes the entire agreement between the Parties relating to
      the subject matter of this Agreement and supersedes all previous
      agreements.

                


        

        


        
          	
                	
                  13.4

                	
                  No
      amendment or variation of this Agreement shall be valid unless it is in
      writing and signed by or on behalf of each of the
  Parties.

                


        

        


        
          	
                	
                  13.5

                	
                  This
      Agreement shall be executed in three (3) duplicate originals in English
      and Chinese. Each Party has received one (1) duplicate original, and all
      originals shall be equally valid.

                


        

        


        [SIGNATURE
PAGF, FOLLOWS]

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        SIGNATURE
PAGE

        


        IN WITNESS WHEREOF each party
hereto has caused this Agreement duly executed by itself or a duly authorized
representative on its behalf as of the date first written above.

        


        PARTY A: Guangdong Hopsun
Polypeptide Biological Technology Co., Ltd.


        


        
          
            
              	 
      	
                      Legal/Authorized
      Representative:__________________

                    
	 
      	
                      Name:

                    


            

          

        

        


        PARTY B: Dongliang
Chen

        


        
          
            
              
                
                  	 
      	 
      
	 
      	
                          By:

                        
	 
      	 
      


                

              

            

          

        

        


        PARTY B: Shengfan
Yan

        


        
          
            
              
                	 
      	 
      
	 
      	
                        By:

                      


              

            

          

        

        


        PARTY C: Guangdong Xinpu
Polypeptide Research Co. Ltd.

        


        
          
            
              	 
      	
                      Legal/Authorized
      Representative:________________

                    
	 
      	
                      Name:

                    


            

          

        

        


        
          
            
            

          

          
            8