**Exhibit 10.7****MemorandumAgreement with Mr. Hu Linfu and Madam Chen Shuizhen****for termination of the co-operation inAnji Bio dated July 27, 2006****(Translated version)****THIS AGREEMENT is made this 27th day of July  , 2006****BETWEEN**   Party A: Zhejiang University (Hangzhou) Innoessen Bio-technology Inc.  (“Zhejiang Innoessen”)   Party B: Hu Linfu   Party C: Chen Shuizhen**Whereas**Party A is the owner of 93.67% and Party C is the owner of 6.33% of the equity sharecapital in Anji Science Bio-Product Inc. (“Anji Bio”). In the course of the co-operation of PartyA, B and C, there have been divergence in the management principle of Anji Bio.**IT IS HEREBY AGREED AS FOLLOWS:-****Terminate the Co-operation**Effective the signing hereof, Party B acquired Party A’s 38% injected capital in Anji Bio, settledby Party B’s 30.39% equity interest in Victory Rise Group Limited (“Victory Rise”),representing his entire beneficial interest in Victory Rise. Party A and Party B, or theirrespective designated persons shall complete the transaction no later than September 30, 2006.Upon completion of the transaction, the entire interest of Party B in Victory Rise shallbelong to Party A or its designated person and 38% of injected capital of Party A in Anji Bioshall belong to Party B or his designated person.The remaining 55.67% injected capital in Anji Bio owned by Party A shall be sold by Party A toParty B for consideration on one to one value basis. The relevant assets shall include: (1)the piece of land of area 3,822 square meters purchased bought by Anji Bio from Zhong YuanCompany at cost of RMB 361,943; (2) building premises of Factory No. 3 and its ancillaryfacility which includes GMP Alteration and Cell plant totally valued RMB 1.55 million; and (3)other retainable equipments to be transferred at an agreed price between Party A and B. Aftercessation of Party A as shareholder of Anji Bio, the 55.67% share capital in Anji Bio shallbelong to Party B or his designated person.The total investment other than the injected capital of Party A totalling RMB5.4662 million shallbe transferred back to Party A as per annexure (“Attachment I”), which grossly includes (1)equipments valued at RMB 2.4408 million which is evidenced by invoices issued to Anji Bio,accounts receivables from Anji Bio in books of Zhejiang Innoessen and accounts payables toZhejiang Innoessen in books of Anji Bio; (2) equipments of total
 

 
RMB 2.36 million prepaid by Zhejiang Innoessen and kept by Anji Bio without invoices; (3)equipments being used by Anji Bio with invoices to Zhejiang Innoessen of total RMB 665,400.Party C shall repair the non-operational wear down and loss or compensate Party A inrespect of the equipment which Party A shall receive (unused equipment is excepted). PartyA, B and C shall complete verifications of assets by August 30, 2006.The changes of shareholdings of Party A’s 93.67% equity interest in Anji Bio and Party B’s 30.49%equity interest in Victory Rise shall be deemed to have taken place upon the formalities toregister the changes having been completed. Both parties shall unconditionally assist theother party to complete the formalities within two months in accordance with the applicablelaws and the company’s bye-laws. The transferee shall conduct transfer registration for thetransferor at the place of location of the transferor and the other party shall be obliged toassist in the transfer registration and the completion of registration formalities shall beexecuted by both parties simultaneously.Anji Bio’s receivables and payables as at the financial statements dated December 31, 2005, shallbe settled in accordance with the relevant agreements ((1) Pursuant to the “Agreement forstock taking of inventories” (“Agreement A”) dated July 1, 2004, Party A or Anji Bio shall payRMB 442,550 and accrued interest to Hu Linfu pursuant to Agreement A, subject to the partyreceived the proceeds from sale of the inventories; (2) the retained profit of RMB 365,000with Party A derived from resale of products shall be paid by Party A to Anji Bio.Party B and C undertakes to procure Anji Bio to assign the two patents of invention, which wereassigned from Zhejiang University to Anji Bio, to Party A and accordingly party A shall pay toAnji Bio the consideration of RMB 300,000 and thereafter, Party A shall unconditionally grantthe right of use of the same to Anji Bio, with controlling stake held by Party B, as follows:(1) the use of the patent for production method of bamboo leave flavonoids powder or paste byAnji Bio or its successor provided that Party B shall hold Anji Bio not less than 51% of thethen total share equity of Anji Bio; (2) the use by customers of Anji Bio or its successor ofthe patent for the application of the extraction of bamboo leave in beer; (3) the above patent(ZL 98104564.2) for the production of bamboo leave flavonoids is restricted to be used in theregion of Anji County.Party A and C shall respectively share and bear, in accordance with the proportion of theirrespective shareholdings, the retained profit or liability of Anji Bio incurred in the periodof the co-operation (cut-off at December 31, 2005 by making reference to the financialstatements as at December 31, 2005, after deduction of RMB 1.81 million from the shareholdersequity).Anji Bio recognizes to pay rent to Zhong Yuan Company, a company beneficially owned by Party B,for leasing the land and factory building during the period of cooperation, as stated in theoriginal land purchase agreement (the 3,822 square meters excluded) (original agreement statedthe rent shall be equivalent to the bank interest rate of the original purchase price of theland and factory building). Party A and C shall pay the proportionate amount according totheir respective percentage of shareholdings in Anji Bio at an agreed amount of RMB 1.5million to Party B.Party A shall pay Party B an amount of RMB 48,000 being the remuneration benefit in respect of theperiod for Party B’s acting as the senior deputy general manager of Party A.
 

 
Payments of all amounts agreed hereto shall be consolidated and settled at the time beforeSeptember 30, 2006 between Party A, B and C and payments to be cleared within one month afterall parties have confirmed thereof.Party B shall be responsible for the receivables and payables of Anji Bio incurred after its auditfor the year ended December 31, 2005.Both parties shall set up a working committee which, pursuant to this agreement, shall lead thedrafting of various specific agreements. Works of the working committee shall commence itsworks no later than two weeks from signing hereof.Upon signing hereof, relevant parties shall make respective applications to the courts fordeferring trials of the litigating cases regarding Anji Bio. After this agreement has beenfully completed, relevant parties shall withdraw their respective litigating cases.In the course of performing this agreement by the parties, Party A shall not make use of thestatus of Anji Bio not having finished the registration of the changes in shareholding toparticipate in the business operation of Anji Bio and Party B shall not do anything which mayimpact the interest of Party A.This agreement shall be valid from the date signing hereof until September 30, 2006.This agreement shall be governed by the laws of the People’s Republic of China and in the case ofdisputes arising in the course of performing this agreement, disputes shall be settled by theparties by negotiation for supplemental agreements, failing which each of the parties shallhave the right to institute proceedings before the court.All parties execute this agreement with the genuine intention of the parties, in eight copies.The agreement shall become effective on execution hereof by the parties, witnessed by theirrespective witness and stamped.   Signed by Party A: /signed/Signed by Party B: /signed/Signed by Party C: /signed/   Signature of witness: /signed/Signing date: July 27, 2006Signing place: People’s Government Office, Anji CountyAnnexure: Attachment 1 - List of Equipment
 

 
**Attachment 1****List of Equipment**       Part 1   Value (RMB)       1. The grinder, extractor and dryer whole set equipmentunit supplied by Wuxi Taihu Grain Machine CompanyLimited  450,000        2. Spray drying machine supplied by Wuxi City XiandaiSpray Drying Equipment Company Limited  240,000        3. Kettle system equipment supplied by Wanzhou HaijieMedical Machine Company Limited  1,207,480        4. The sterilizer, water treatment equipment and kettleequipment supplied by Wenzhou Jintai Light IndustryManufactory Company Limited  200,480        5. Equipment supplied by Qingtao Yuntai Food MachineryCompany Limited  342,856        Part 2             1. Filtering equipment supplied by Nanjing Haimi KejiCompany Limited  2,240,000        2. Disc separator equipment supplied by Nanjing LvdaoSeparating Equipment Factory  120,000        Part 3             1. One set of stainless steel pump supplied by HangzhouShijie Water Supply Equipment Company Limited           2. One set of boiler including installation supplied byChangzhou Boiler Company Limited           3. One set of shaking filter supplied by Xinxiang CityLiou Machinery Company Limited           4. One set of boiler dust eliminator supplied by ShangruCity Tianlong Environmental Equipment Factory           5. One set of case dryer tank supplied by ChangzhouGaoke Environmental Equipment Factory           6. One set of material supply packing machine suppliedby Shanghai Da He Packing Machine Company Limited           7. One set of explosion preventive machine supplied byQingtao Yuntai Food Machinery Company Limited           8. Filtering equipment supplied by Nanjing Haimi KejiCompany Limited           9. Hydraulic delivery cart supplied by HangzhouChangcheng Machine Enterprises Limited           10. Hydraulic fork lift supplied by Hangzhou ChangchengMachine Enterprises Limited             Total  665,402.70