**Exhibit 10.4****Purchase agreement with Win Horse Investments Limited in relation to the disposal of China Natures****Technology Inc dated April 27, 2007****(Translated version)****DATED THE 27TH DAY OF APRIL 2007****CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION**(FORMERLY KNOWN AS **TRAMFORD INTERNATIONAL LIMITED**)**and****WIN HORSE INVESTMENTS LIMITED** **SALEAND PURCHASE AGREEMENT**relatingto shares in****CHINANATURES TECHNOLOGY INC.**(FORMERLY KNOWN AS **FUTURE SOLUTIONS DEVELOPMENT INC.**) 
 

 
THIS AGREEMENT is executed on the 27th day of April, 2007.BETWEEN:-(1) **CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION**(formerly known as TRAMFORD INTERNATIONALLIMITED), a company incorporated under the laws of British Virgin Islands with limited liability(No. 161076) and whose registered office is situated at P.O. Box 71, Craigmuir Chambers, Road Town,Tortola, British Virgin Islands (the “Vendor”); and(2) **WIN HORSE INVESTMENTS LIMITED**, a company incorporated under the laws of British Virgin Islandswith limited liability (No. 1393429) and whose registered office is situated at AMS TrusteesLimited, Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British VirginIslands (the “Purchaser”).WHEREAS:-(A) **CHINA NATURES TECHNOLOGY INC.**(formerly known as FUTURE SOLUTIONS DEVELOPMENT INC.) (the“Company”) is a company incorporated in the British Virgin Islands with limited liabilitysince 28 January, 2003.The particulars of the Company are set out in Schedule 1. (B) The Vendor is the registered and beneficial owner of the 161,604 shares, at par value US$0.01per share, of the Company (100% owned equity).(C) On 24 April 2007, the Company entered into a sale and purchase agreement with SOUTHWICKINTERNATIONAL LIMITED (“SOUTHWICK”) (a company incorporated under the laws of British VirginIslands with limited liability (No. 1381230)) to sell its 100% equity interest owned inShenzhen Innoessen Biotech Ltd. (“Shenzhen Innoessen”) to SOUTHWICK (“SPA of ShenzhenInnoessen”) . The particulars of Shenzhen Innoessen are set out in Schedule 3A. (D) On 24 April 2007, the Company entered into a sale and purchase agreement with SINOFIELD GROUPLIMITED (“SINOFIELD”) (a company incorporated under the laws of British Virgin Islands withlimited liability (No. 1385327)) to sell its 100% equity interest owned in Zhangzhou InnoessenBiotech Ltd. (“Zhangzhou Innoessen”) to SINOFIELD(“SPA of Zhangzhou Innoessen”). Theparticulars of Zhangzhou Innoessen are set out in Schedule 3B. (E) The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase theSPA Sale Shares (as defined below) upon the terms and conditions contained in this Agreement.The Vendor and the
 

 
       Purchaser understood, confirmed and agreed that the share transfer of Shenzhen Innoessen andZhangzhou Innoessen will be completed prior to the Completion Date (as defined below) and theequity of Shenzhen Innoessen and Zhangzhou Innoessen will be not included in the SPA SaleShares.(F) The Vendor and the Purchaser understood, confirmed and agreed that the share transfer ofShenzhen Innoessen and Zhangzhou Innoessen will be deemed as internal restructuring of theVendor. The Purchaser further understood, confirmed and agreed that the considerationregarding Shenzhen Innoessen share transfer, in amount of HK$1,900,000, and the considerationregarding Zhangzhou Innoessen share transfer, in amount of HK$7,000,000, will be paid to theVendor.AND NOW IT IS HEREBY AGREED as follows:**1.****DEFINITIONS AND INTERPRETATION**1.1 In this Agreement, including recitals and schedules, unless otherwise expressed or requiredby context, the following expressions shall have the respective meanings set opposite theretoas follows:-   “SPA Sale Shares” for purpose of this Agreement, “SPA Sale Shares” means the 161,604ordinary shares of US$0.01 each in the capital of the Company which arebeneficially owned by the Vendor.   “Conditions precedent” Conditions precedent set out in Clause 4.   “Vendor’s Warranties” the representations, warranties and undertakings set out in Clause 6 andSchedule 4 made or given by the Vendor   “PRC” the People’s Republic of China   “Hong Kong” Hong Kong Special Administrative Region of the PRC   “Taxation” means all forms of tax, duty, rate, levy or other imposition whenever (ifany) and by whatever authority imposed and whether in PRC, Hong Kong orelsewhere, including (without limitation) profits tax, provisionalprofits tax, interest tax, property tax, real estate tax, land use fees,land appreciation tax, taxes on income, value added tax, withholding tax,salaries tax, payroll tax, customs duties, excise duties, rates, stampduty, capital duty, estate duty and any interest, penalty or fine inconnection with any such taxation as applicable.   “Completion” the completion of the sale and purchase of the SPA Sale Shares inaccordance with Clause 5.   “Completion Date” date of Completion in accordance with Clause 5.1.
 

 
   “Business Day” means any day, including Saturdays, on which banks in Hong Kong aregenerally open for business.   “Share(s)” share(s) of US$0.01 each in the capital of the Issuer   “Force Majeure” means all unpredictable, uncontrollable and inevitable events occurringsubsequent to the date thereof which result in the failure of parties toperform their obligations thereunder, including earthquake, hurricane,flood, war illness or other cause beyond such party’s reasonable control.   “Person(s)” includes any natural person, public body and any body of persons,corporate or unincorporate.   “HK$” Hong Kong Dollars, the lawful currency of Hong Kong SpecialAdministrative Region of the PRC   “US$” United States Dollars, the lawful currency of the United States of America   “Shenzhen Innoessen” Shenzhen Innoessen Biotech Ltd., a company incorporated in PRC withlimited liability on 11 November 2004, whose particulars are set out inSchedule 3A.   “Zhangzhou Innoessen” China Merchants Zhangzhou Development Zone Innoessen Biotech Ltd., acompany incorporated in PRC with limited liability on 22 December 2006,whose particulars are set out in Schedule 3B.1.2 References to Clauses, Schedules and Exhibits are references to Clauses, Schedules andExhibits of or to this Agreement and the Schedules and Exhibits shall be deemed to form partof this Agreement.1.3 References to the Vendor and the Purchaser shall be deemed to include its successors andassigned beneficiaries.1.4 The headings to the Clauses of this Agreement are for ease of reference only and shall beignored in interpreting this Agreement.1.5 Reference to Ordinances, statutes, legislation or enactments shall be construed as areference to such Ordinances, statutes, legislation or enactments as may be amended orre-enacted from time to time and for the time being in force.**2.****SALE AND PURCHASE OF THE SPA SALE SHARES**2.1 Subject to the terms and conditions contained in this Agreement, the Vendor agrees to selland the Purchaser, in reliance on the Vendor’s Warranties and the indemnities hereunder madeor given by the Vendor, agrees to purchase the SPA Sale Shares free from all liens, charges,encumbrances, pre-emption rights, equities and
 

 
other third party rights whatsoever and together all rights attached to the SPA Sale Shares atthe Completion Date or subsequently becoming attached to the SPA Sale Shares.2.2 Upon Completion the Purchaser shall bear, and the Vendor shall cease to bear all the rightsand obligations attached to the SPA Sale Shares. 2.3 In order to avoid any confusion, the Vendor and the Purchaser confirmed and agreed that theshare transfer of Shenzhen Innoessen and Zhangzhou Innoessen will be completed prior to theCompletion Date (as defined below) and the equity of Shenzhen Innoessen and ZhangzhouInnoessen will be not included in the SPA Sale Shares. The Vendor and the Purchaserunderstood, confirmed and agreed that the share transfer of Shenzhen Innoessen and ZhangzhouInnoessen will be deemed as internal restructuring of the Vendor. The Purchaser furtherunderstood, confirmed and agreed that the consideration regarding Shenzhen Innoessen sharetransfer and the consideration regarding Zhangzhou Innoessen share transfer shall be paid tothe Vendor.**3.****CONSIDERATION**The consideration for the SPA Sale Shares shall be HK$10,000,000. The first payment in amountof HK$1,000,000 (“the First Payment”) shall be transferred to an account assigned by theVendor, or settled in a manner as agreed by the Vendor and the Purchaser, within two (2)months following the date thereof. The rest of consideration in amount of HK$9,000,000 (“theResidual Payment”) shall be transferred to an account assigned by the Vendor, or settled in amanner as agreed by the Vendor and the Purchaser, on the Completion Date.**4.****CONDITIONS PRECEDENT**4.1 Completion of this Agreement shall be conditional upon the following conditions beingfulfilled:- (a) board resolutions of the Company, approving the share transfer contemplated in thisAgreement, the canceling of the share certificate representing the beneficial ownership of theVendor, and the issuance of new share certificate for the Purchaser; (b) board resolutions of the Vendor, approving the entering into and performance of thisAgreement, sale of the SPA Sale Shares and the execution of all other documents contemplatedhereunder; (c) board resolutions of the Purchaser approving the entering into and performance of thisAgreement and the execution of all other documents contemplated hereunder; (d) completion of the share transfer of Shenzhen Innoessen contemplated in the SPA of ShenzhenInnoessen, approval of the share transfer of Shenzhen Innoessen from PRC government, andchange of records with Bureau of Administration for Industry & Commerce in PRC; and (e) completion of the share transfer of Zhangzhou Innoessen contemplated in the SPA of ZhangzhouInnoessen,
 

 
approval of the share transfer of Zhangzhou Innoessen from PRC government, and change ofrecords with Bureau of Administration for Industry & Commerce in PRC.4.2 If any of the above conditions has not been fulfilled or waived within twelve (12) months (orsuch later date as may be agreed between the parties) following the execution of theAgreement, this Agreement shall terminate and the non-defaulting party shall reserve rights toreceive the First Payment.**5.****COMPLETION**5.1 Subject to Clause 4.1 and the fulfillment (or waiver, as the case may be) of all conditionsprecedent, the Completion of the sale and purchase of the SPA Sale Shares contemplated in theAgreement shall take place on the fifteenth (15th) Business Day (or such other dateagreed by the parties) upon the fulfillment of all condition precedent. 5.2 On the Completion Date, the Vendor shall deliver the signed Instrument of Transfer of the SPASale Shares and the share certificate representing beneficial ownership of the Purchaser tothe Purchaser, and the Purchaser shall transfer the Residual Payment to the Vendor (or suchother date agreed by the parties in writing).**6.****REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE VENDOR**6.1 The Vendor hereby unconditionally and irrevocably represents and warrants to and undertakeswith the Purchaser that the statements under Clause 6.1 and in Schedule 4 are as at the datehereof and will be for all times up to and including the Completion Date, true and correct inall respects and not misleading in any respect. The Vendor shall be discharged from itsrespective further obligations except for its obligations set out in the Agreement.6.2 The Vendor hereby agrees to indemnify the Purchaser in respect of all their costs orexpenses which the Purchaser may incur either before or after the commencement of any actionin connection with: (a) the settlement of any claim that any of the Vendor’s Warranties areuntrue or misleading or have been breached; (b) any legal proceedings in which the Purchaserclaims that any of the Vendor’s Warranties are untrue or misleading or have been breached andin which judgment is given for the Purchaser; or (c) the enforcement of any such settlement orjudgment. This rights of the Purchaser under Clause 6.2 shall be in addition and withoutprejudice to any other rights and remedies available to it under this Agreement or otherwise,which rights and remedies are hereby specifically reserved.**7.****WARRANTIES BY THE PURCHASER**
 

 
7.1 The Purchaser hereby unconditionally and irrevocably represents and warrants to andundertakes with the Purchaser that the statements under Clause 7 are as at the date hereof andwill be for all times up to and including the Completion Date, true and correct in allrespects and not misleading in any respect. The Purchaser shall be discharged from itsrespective further obligations except for its obligations set out in the Agreement.7.2 The Purchaser hereby agrees to indemnify the Vendor with one thousandth (0.1%) of the duepayment each day, in case the Purchaser fails to pay the consideration to the Vendor in atimely manner.7.3 The Purchaser hereby agrees to return to the Vendor all the materials and information inconnection with the Agreement obtained from the Vendor upon the termination of this Agreement,unless the materials and information have been disclosed and are deemed to be publicinformation.7.4 The Purchaser hereby unconditionally and irrevocably agrees to waive the rights and remediesof the Purchaser under Clause 6.2(a) and 6.2(b), provided that the warranties under Clause 6.1and in Schedule 4 are true and correct in all respects and not misleading in any respectaccording to the Purchaser’s due diligence and best knowledge.**8.****ANNOUNCEMENTS AND CONFIDENTIALITY**8.1 Neither of the parties hereto shall make any announcement or release or disclose anyinformation concerning this Agreement or the transaction herein referred to or disclose theidentity of the other parties hereto (save disclosure to their respective professionaladvisers under a duty of confidentiality) without the prior written consent of the other Partyhereto.8.2 Save as required by any applicable law or Court order, or any governmental or regulatoryauthorities (in which case such disclosure shall not be released unless the contents of whichhave been approved by the other Parties), no press or other announcement shall be made inconnection with the subject matter of this Agreement by any Party without the prior writtenapproval of the other Party.**9.****FORCE MAJEURE**9.1 Neither of parties shall be liable for any failure to perform its obligation in connectionwith any force majeure and the period to perform such obligations may be extended.9.2 The party exposed to force majeure shall provide a written notice immediately and sufficientevidence within fifteen (15) days following the occurrence of the force majeure to thecounterparty.
 

 
9.3 The parties shall agree to use their respective best endeavors to mitigate the consequencesof the force majeure.**10.****GOVERNING LAW**This Agreement shall be governed by and construed in accordance with the laws of Hong Kong andthe parties hereto agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong**11.****MISCELLANEOUS PROVISIONS****11.1 COSTS AND EXPENSES**Each of the Parties shall bear their own legal and professional fees, costs and expenses incurredby the Parties in the negotiation, preparation, execution and completion of this Agreement.**11.2 TAXATION**The stamp duty and all forms of tax incurred in connection with this Agreement (if any) shall beborne by the Vendor and the Purchaser in equal shares.**11.3 NOTICE**Any notice or other communication to be given under this Agreement shall be in writing. Anynotice or other communication given or made under this Agreement shall be delivered personally orsent by pre-paid post, facsimile or telex at the address or telex number or fax number of therelevant party set out below (or such other address or telex number or fax number as theaddressee has by five (5) Business Days prior written notice specified to the other parties):-To the Vendor     Name : China Technology Development Group Corporation     Address : Room 2413-18, Shui On Centre, 8 Harbour Road, WanChai, Hong Kong     Fax Number : +852 3112 8410     Attention : Mr. Li AlanTo the Purchaser     Name : Win Horse Investments Limited     Address : Room A-B, 15/F, Ritz Plaza, 122 Austin Road,Tsimshatsui, Kowloon, Hong Kong     Fax Number : 2468 2659 / 3475 4042     Attention : Mr. Chan Wai KongAny such notice, demand or communication shall be deemed to have been duly served:-
 

 
(a) if given or made by hand, when delivered;(b) if given or made by letter, two (2) Business Days after posting;(c) if given or made by facsimile or telex, when despatched with confirmed answerback.**11.4 WAIVER**Non-performance of the rights and remedies by any Party shall not be deemed or in any way not beconstrued as a waiver of any of its rights and remedies hereunder. The performance of rights andremedies shall not be affected by the partial performance of such rights and remedies by anyParty.**11.5****INDULGENCE**The rights and remedies provided in the Agreement are cumulative and not exclusive of any rightsor remedies provided by law and shall be supplemented by the current or future rights andremedies provided by law.**11.6****SEVERABILITY**If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable orincapable of performance in any respect, the validity, legality, enforceability or performance ofthe remaining provisions hereof shall not thereby in any way be affected or impaired.**11.7 ASSIGNMENT**The rights and obligations under the Agreement may not be assigned or transferred by any partywithout the prior written consent of the other parties.**11.8 AMENDMENT**This Agreement shall not be amended, excluding provisions under Clause 11.6, except by aninstrument in writing signed by each of the parties.**11.9****CONSEQUENCE OF THE COMPLETION**The unexecuted provision (including representations, warranties and undertakings) upon theCompletion shall remain effective subsequently.**11.10 TIME**Time shall be of the essence of this Agreement. Any time, date or period (if any) mentioned inthe Agreement may be amended by mutual written consent between the parties.**11.11 FURTHER ASSURANCE**At all times after the date hereof, the parties shall at their own expense execute all suchdocuments and do such acts and things as may reasonably be required for the purpose of givingfull force and effect to this Agreement.
 

 
**11.12 ENTIRE AGREEMENT**This Agreement together with its Schedules constitutes the entire agreement and understandingbetween the parties in connection with the subject matter of this Agreement and supersedes allprevious proposals, representations, warranties, agreements or undertakings relating theretowhether oral, written or otherwise and (save as expressly provided or reserved herein) neitherparty has relied on any such proposals, representations, warranties, agreements or undertakings.**11.13 EXEMPTION**The parties hereby confirm respectively that the share sale and purchase contemplated in theAgreement belongs to business activities. The parties hereby irrevocably agree that neither ofthe parties shall declare or defend to be exempted from the governing law.**11.14 INDEPENDENT LEGAL OPINION**All the parties herby confirm that they have obtained independent legal opinion concerning theterms and conditions of the Agreement and that they hereby execute the Agreement to their bestknowledge of the objective, nature and consequence of the Agreement.**11.15 LANGUAGE AND COUNTERPART**This Agreement is written in English and executed in two counterparts, all of which will beconsidered one and the same agreement and will become effective when two counterparts have beensigned by each of the parties and delivered to the other parties.
 

 
**SCHEDULE 1****PARTICULARS OF THE COMPANY**       1. Name : CHINA NATURES TECHNOLOGY INC.       2. Company number   531367       3. Place of incorporation : British Virgin Islands       4. Date of incorporation : 28 January 2003       5. Authorised share capital : US$50,000.00 divided into 50,000,000 shares of US$0.01 each       6. Issued share capital : US$1,616.04 divided into 161,604 shares of US$0.01 each       7. Shareholders   China Technology Development Group Corporation: 161,604Shares (100%)       8. Directors : Li Alan**