EXHIBIT 10.1
------------












                            SHARE PURCHASE AGREEMENT
                            ------------------------






                                    Between:
                                    --------


                              SINOVAC BIOTECH LTD.
                              --------------------


                                  And Each of:
                                  -----------


                      CHINA BIOWAY BIOTECH GROUP CO., LTD.
                      ------------------------------------


                                      And:
                                      ---


                            BEIJING KEDING CO., LTD.
                            ------------------------


                                      And:
                                      ---


                           SHENZHEN BIO-PORT CO., LTD.
                           ---------------------------


<PAGE>


                                        2



                            SHARE PURCHASE AGREEMENT
                            ------------------------


     THIS SHARE PURCHASE AGREEMENT is dated and made for reference  effective as
     -----------------------------
fully executed on this 30th day of November, 2004.

BETWEEN:
-------

               SINOVAC BIOTECH LTD., a corporation organized
               --------------------
               under the laws of the  Country of Antigua and
               having an address  for  notice  and  delivery
               located  at No. 39  Shangdi  Xi Rd.,  Haidian
               District, Beijing, China 100085

               (hereinafter referred to as the "Purchaser");
                                                               OF THE FIRST PART
                                                               -----------------

AND:
---

               CHINA  BIOWAY  BIOTECH  GROUP  CO.,  LTD.,  a
               -----------------------------------------
               corporation  organized  under the laws of the
               People's  Republic  of China  and  having  an
               address  for notice and  delivery  located at
               PKU  Bio-city,   Shangdi  Xilu  39,   Haidian
               District, Beijing, China

               (hereinafter referred to as "Bioway");
                                                              OF THE SECOND PART
                                                              ------------------

AND:
---

               BEIJING   KEDING  CO.,  LTD.,  a  corporation
               ----------------------------
               organized  under  the  laws  of the  People's
               Republic  of China and having an address  for
               notice and delivery  located at PKU Bio-city,
               Shangdi Xilu 39, Haidian  District,  Beijing,
               China

               (hereinafter referred to as "Keding");
                                                               OF THE THIRD PART
                                                               -----------------

AND:
---

               SHENZHEN  BIO-PORT  CO.,  LTD., a corporation
               ------------------------------
               organized  under  the  laws  of the  People's
               Republic  of China and having an address  for
               notice and  delivery  located  at 16F,  Times
               Stock  Center,  Shennan  Street 4001,  Fulian
               District, Shenzhen, China

               (hereinafter referred to as "Shenzhen")
                                                              OF THE FOURTH PART
                                                              ------------------




<PAGE>


                                        3



               (Bioway,   Keding  and   Shenzhen   are  also
               hereinafter  referred  to as a  "Vendor"  and
               collectively  referred to as the "Vendors" as
               the contest so requires);

               (the Purchaser,  Bioway,  Keding and Shenzhen
               being hereinafter singularly also referred to
               as a "Party" and collectively  referred to as
               the "Parties" as the context so requires).


               WHEREAS:
               -------


A.   Sinovac Biotech Co., Ltd.  (hereinafter  referred to as the "Company") is a
body  corporate  subsisting  under and  registered  pursuant  to the laws of the
People's Republic of China and is also majority owned (51%) by the Purchaser;


B.   The Purchaser is in the business of research and  development  specializing
in the development and manufacturing of various vaccines  including flu vaccines
and vaccines for hepatitis A, hepatitis B and hepatitis A&B  (collectively,  the
"Purchaser's Business")


C.   Bioway  is the  legal  and  beneficial  owner of  13,000,000  shares of the
Company,  representing  9.73%  of the  issued  and  outstanding  shares  (each a
"Purchased  Share") in the capital of the  Company as set forth in Schedule  "A"
which is attached hereto and which forms a material part hereof;


D.   Keding  is the  legal  and  beneficial  owner of  3,890,000  shares  of the
Company,  representing  2.91%  of the  issued  and  outstanding  shares  (each a
"Purchased  Share") in the capital of the  Company as set forth in Schedule  "A"
which is attached hereto and which forms a material part hereof;


E.   Shenzhen  is the legal and  beneficial  owner of  10,580,000  shares of the
Company,  representing  7.92%  of the  issued  and  outstanding  shares  (each a
"Purchased  Share") in the capital of the  Company as set forth in Schedule  "A"
which is attached hereto and which forms a material part hereof;


F.   The Parties hereto have agreed to enter into this Share Purchase  Agreement
(the "Agreement") which formalizes and clarifies the Parties'  respective duties
and  obligations  in  connection  with the purchase by the  Purchaser,  from the
Vendors,  of the Purchased  Shares together with the further  development of the
Company's Business as a consequence thereof;




<PAGE>


                                        4



     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
     ---------------------------------------
promises, covenants and agreements herein contained, THE PARTIES HERETO COVENANT
                                                     ---------------------------
AND AGREE WITH EACH OTHER as follows:
-------------------------


                                    Article 1
                                    ---------
                                   DEFINITIONS
                                   -----------

1.1    Definitions.  For the 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 "Share  Purchase  Agreement"  as entered  into
          between the  Purchaser and the Vendors,  together with any  amendments
          thereto and any Schedules as attached thereto;

     (b)  "Board of Directors"  means,  as applicable,  the respective  Board of
          Directors of each of the Parties hereto as duly  constituted from time
          to time;

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

     (d)  "Closing" has the meaning ascribed to it in Article "6.1" hereinbelow;

     (e)  "Closing  Date"  has  the  meaning  ascribed  to it in  Article  "6.1"
          hereinbelow;

     (f)  "Commercial Arbitration Act" means the Arbitration Act of the Province
          of British Columbia,  R.S.B.C.  1996, as amended from time to time, as
          set forth in Article "11" hereinbelow;

     (g)  "Commissions"   means  the  United  States   Securities  and  Exchange
          Commission;

     (h)  "Company"  means  Sinovac  Biotech Co. Ltd., a  corporation  organized
          under the laws of the People's Republic of China and majority owned by
          the Purchaser, or any successor company,  however formed, whether as a
          result of merger, amalgamation or other action;

     (i)  "Defaulting  Party"  and  "Non-Defaulting  Party"  have  the  meanings
          ascribed to them in Article "12" hereinbelow;

     (j)  "Encumbrances" means mortgages,  liens,  charges,  security interests,
          encumbrances and third party claims of any nature;

     (k)  "Execution  Date" means the actual date of the  complete  execution of
          this Agreement and any amendment  thereto by all Parties hereto as set
          forth on the front page hereof;



<PAGE>


                                        5



     (l)  "Indemnified  Party"  and  "Indemnified  Parties"  have  the  meanings
          ascribed to them in Article "7.1" hereinbelow;

     (m)  "Parties"  or "Party"  means,  respectively,  the  Purchaser,  Bioway,
          Keding and/or Shenzhen hereto, as the case may be, together with their
          respective   successors  and  permitted  assigns  as  the  context  so
          requires;

     (n)  "person" or "persons" means an individual,  corporation,  partnership,
          party,  trust,  fund,  association  and any other  organized  group of
          persons and the personal or other legal  representative of a person to
          whom the context can apply according to law;

     (o)  "Purchased  Shares" has the meaning ascribed to it in recital "C", "D"
          and "E" hereinabove;  the particulars of the registered and beneficial
          ownership of such Purchased Securities being set forth in Schedule "A"
          which is attached hereto;

     (p)  "Purchase  Price" has the  meaning  ascribed  to it in  Article  "2.2"
          hereinbelow;

     (q)  "Purchaser" means Sinovac Biotech Ltd., a corporation  organized under
          the laws of the Country of Antigua, or any successor company,  however
          formed, whether as a result of merger, amalgamation or other action;

     (r)  "Purchaser's  Initial Due Diligence" has the meaning ascribed to it in
          Article "5.1(b)" hereinbelow;

     (s)  "Purchaser's  Ratification"  has the meaning ascribed to it in Article
          "5.1(a)" hereinbelow;

     (t)  "Time of Closing"  means 2:00 o'clock,  p.m.  (Vancouver  Time) on the
          Closing Date; and

     (u)  "Vendors" means Bioway,  Keding and Shenzhen  hereto,  as the case may
          be, together with their respective successors and permitted assigns as
          the context so requires.

1.2    Schedules.  For the  purposes of  this  Agreement,  except  as  otherwise
       ----------
expressly provided or unless the context otherwise requires, the following shall
represent  the Schedules  which are attached to this  Agreement and which form a
material part hereof:



<PAGE>


                                        6



                     Schedule                        Description
                     --------                        -----------
                  Schedule "A":              Description of Purchased Shares

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

     (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)  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

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


                                    Article 2
                                    ---------
              PURCHASE AND SALE OF THE ALL OF THE PURCHASED SHARES
              ----------------------------------------------------

2.1    Purchase and Sale.   Subject to the terms and conditions hereof and based
       ------------------
upon the  representations  and  warranties  contained  in  Articles  "3" and "4"
hereinbelow  and prior  satisfaction  of the conditions  precedent which are set
forth in Article "5" hereinbelow,  the Vendors hereby agree to assign,  sell and
transfer at the Closing Date (as hereinafter determined) all of their respective
rights,  entitlement and interest in and to the Purchased  Shares in the Company
to the  Purchaser  and  the  Purchaser  hereby  agrees  to  purchase  all of the
Purchased  Shares from the  Vendors on the terms and  subject to the  conditions
contained in this Agreement.

2.2    Purchase  Price.   The  total purchase  price (the "Purchase  Price") for
       ----------------
all of the  Purchased  Shares will be satisfied by way of payment in cash in the
amounts of  US$1,570,000  to Bioway,  US$470,000 to Keding and  US$1,270,000  to
Shenzhen at closing.


                                    Article 3
                                    ---------
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------
                                 BY THE VENDORS
                                 --------------

3.1    General  Representations, Warranties  and  Covenants by the Vendors.   In
       --------------------------------------------------------------------
order to induce the Purchaser to enter into and consummate this  Agreement,  the
Vendors,  represent  to,  warrant to and covenant with the  Purchaser,  with the
intent that the Purchaser  will rely thereon in entering into this Agreement and
in concluding the  transactions  contemplated  herein,  that, to the best of the
knowledge,  information and belief of each of the Vendors, after having made due
inquiry:



<PAGE>


                                        7



     (a)  if a  corporation,  it  is  duly  organized  under  the  laws  of  its
          respective  jurisdiction of incorporation  and is validly existing and
          in good standing with respect to all statutory filings required by the
          applicable corporate laws;

     (b)  it is  qualified  to do  business in those  jurisdictions  where it is
          necessary to fulfill its  obligations  under this Agreement and it has
          the full  power and  authority  to enter into this  Agreement  and any
          agreement or instrument referred to or contemplated by this Agreement;

     (c)  it has the requisite power,  authority and capacity to own and use all
          of its  respective  business  assets  and to carry  on its  respective
          business as presently  conducted  by it and to fulfill its  respective
          obligations under this Agreement;

     (d)  the  execution  and  delivery  of this  Agreement  and the  agreements
          contemplated hereby have been duly authorized by all necessary action,
          corporate or otherwise, on its respective part;

     (e)  there are no other consents,  approvals or conditions precedent to the
          performance of this Agreement which have not been obtained;

     (f)  this Agreement constitutes a legal, valid and binding obligation of it
          enforceable  against  it in  accordance  with  its  terms,  except  as
          enforcement  may be limited by laws of general  application  affecting
          the rights of creditors;

     (g)  no  proceedings  are pending  for, and it is unaware of, any basis for
          the  institution  of  any   proceedings   leading  to  its  respective
          dissolution  or  winding  up, or the  placing of it in  bankruptcy  or
          subject to any other laws governing the affairs of insolvent companies
          or persons;

     (h)  the making of this  Agreement and the  completion of the  transactions
          contemplated  hereby and the  performance of and  compliance  with the
          terms hereof does not and will not:

          (i)       if a corporation,  conflict with or result in a breach of or
                    violate any of the terms,  conditions  or  provisions of its
                    respective constating documents;

          (ii)      conflict with or result in a breach of or violate any of the
                    terms, conditions or provisions of any law, judgment, order,
                    injunction,  decree,  regulation  or  ruling of any Court or
                    governmental authority,  domestic or foreign, to which it is
                    subject,  or  constitute  or result  in a default  under any
                    agreement, contract or commitment to which it is a party;

          (iii)     give to any party the right of termination,  cancellation or
                    acceleration  in or with respect to any agreement,  contract
                    or commitment to which it is a party;




<PAGE>


                                        8



          (iv)      give to any  government or  governmental  authority,  or any
                    municipality  or  any  subdivision  thereof,  including  any
                    governmental  department,   commission,   bureau,  board  or
                    administration    agency,    any   right   of   termination,
                    cancellation  or suspension of, or constitute a breach of or
                    result in a default under, any permit,  license,  control or
                    authority  issued to it which is  necessary  or desirable in
                    connection with the conduct and operations of its respective
                    business  and the  ownership  or leasing  of its  respective
                    business assets; or

          (v)       constitute  a default  by it, or any event  which,  with the
                    giving of notice or lapse of time or both,  might constitute
                    an  event  of  default,   under  any  agreement,   contract,
                    indenture or other  instrument  relating to any indebtedness
                    of  it  which  would  give  any  party  to  that  agreement,
                    contract,   indenture  or  other  instrument  the  right  to
                    accelerate  the  maturity  for  the  payment  of any  amount
                    payable under that agreement,  contract,  indenture or other
                    instrument; and

     (i)  neither  this  Agreement  nor  any  other  document,   certificate  or
          statement  furnished  to the  Purchaser  by or on behalf of any of the
          Vendors  in  connection  with  the  transactions  contemplated  hereby
          knowingly or negligently  contains any untrue or incomplete  statement
          of material fact or omits to state a material fact  necessary in order
          to make the  statements  therein not  misleading  which  would  likely
          affect the decision of the Purchaser to enter into this Agreement.

3.2    Representations, Warranties  and Covenants by the Vendors respecting  the
       -------------------------------------------------------------------------
Purchased  Shares. In order to induce the Purchaser to enter into and consummate
------------------
this  Agreement,  the Vendors hereby  represent to, warrant to and covenant with
the  Purchaser,  with the intent that the  Purchaser  will also rely  thereon in
entering into this  Agreement and in concluding  the  transactions  contemplated
herein,  that,  to the best of the  knowledge,  information  and  belief  of the
Vendors, after having made due inquiry:

     (a)  the Vendors  have good and  marketable  title to and are the legal and
          beneficial  owners  of the  Purchased  Shares of the  Company  in such
          amounts as are set out in this Agreement, and the Purchased Shares are
          fully  paid  and  non-assessable  and are free  and  clear  of  liens,
          charges, encumbrances,  pledges, mortgages,  hypothecations,  security
          interests  and  adverse  claims of any and all nature  whatsoever  and
          including,  without limitation,  options, pre-emptive rights and other
          rights of acquisition in favour of any person,  whether conditional or
          absolute;

     (b)  the  Vendors  have the power and  capacity  to own and  dispose of the
          Purchased  Shares,  and the  Purchased  Shares are not  subject to any
          voting or similar arrangement;

     (c)  there are no actions, suits, proceedings or investigations (whether or
          not  purportedly  against or on behalf of the Vendors  individually or
          collectively),  pending  or  threatened,  which  may  affect,  without



<PAGE>


                                        9



          limitation, the rights of the Vendors to transfer any of the Purchased
          Shares  to the  Purchaser  at law or in  equity,  or  before or by any
          federal,   state,   provincial,   municipal   or  other   governmental
          department,  commission,  board,  bureau,  agency or  instrumentality,
          domestic or foreign,  and,  without  limiting  the  generality  of the
          foregoing,  there are no claims or potential claims under any relevant
          family relations legislation or other equivalent legislation affecting
          the Purchased  Shares.  In addition,  the Vendors are not now aware of
          any existing ground on which any such action, suit or proceeding might
          be commenced with any reasonable likelihood of success;

     (d)  no other person,  firm or  corporation  has any  agreement,  option or
          right  capable of becoming an agreement for the purchase of any of the
          Purchased Shares; and

     (e)  the  Purchased   Shares  have  been  issued  in  accordance  with  all
          applicable securities and corporate legislation and policies.

3.3    Survival of the Representations, Warranties  and Covenants by each of the
       -------------------------------------------------------------------------
Vendors.  To the extent  they have not been fully  performed  at or prior to the
--------
Time of  Closing,  each and every  representation  and  warranty  of the Vendors
contained in this Agreement and any agreement, instrument,  certificate or other
document executed or delivered pursuant to this Agreement shall:

     (a)  be true and correct on and as of the Closing  Date with the same force
          and effect as though made or given on the Closing Date;

     (b)  remain in full force and  effect  notwithstanding  any  investigations
          conducted by or on behalf of the Purchaser;

     (c)  survive  the  completion  of the  transactions  contemplated  by  this
          Agreement  until the second  anniversary of the Closing Date and shall
          continue  in full force and effect  for the  benefit of the  Purchaser
          during that period, except that:

          (i)       the representations and warranties set out in section 3.2(a)
                    to and including  3.2(e) above shall survive and continue in
                    full force and effect without limitation of time; and

          (ii)      a claim  for any  breach of any of the  representations  and
                    warranties  contained in this Agreement or in any agreement,
                    instrument,   certificate  or  other  document  executed  or
                    delivered  pursuant  hereto  involving  fraud or  fraudulent
                    misrepresentation  may be made  at any  time  following  the
                    Closing Date, subject only to applicable  limitation periods
                    imposed by law; and

     (d)  to the extent  they have not been fully  performed  at or prior to the
          Time of Closing,  each and every covenant of the Vendors  contained in
          this  Agreement and any  agreement,  instrument,  certificate or other
          document  executed  or  delivered  pursuant  to this  Agreement  shall
          survive  the  completion  of the  transactions  contemplated  by  this



<PAGE>


                                       10



          Agreement and, notwithstanding such completion, shall continue in full
          force and effect for the benefit of the Purchaser.


                                    Article 4
                                    ---------
           WARRANTIES, REPRESENTATIONS AND COVENANTS BY THE PURCHASER
           ----------------------------------------------------------

4.1    Warranties, Representations and Covenants by the  Purchaser.  In order to
       ------------------------------------------------------------
induce the Vendors to enter into and consummate  this  Agreement,  the Purchaser
hereby  warrants to,  represents  to and  covenants  with the Vendors,  with the
intent that the Vendors will rely thereon in entering into this Agreement and in
concluding  the  transactions  contemplated  herein,  that,  to the  best of the
knowledge,  information  and  belief of the  Purchaser,  after  having  made due
inquiry:

     Corporate Status of the Purchaser
     ---------------------------------

     (a)  the  Purchaser is a company with limited  liability  duly and properly
          incorporated,  organized and validly  subsisting under the laws of the
          Country of Antigua being the only jurisdiction where it is required to
          be registered  for the purpose of enabling it to carry on its business
          and own its property as presently carried on and owned;

     (b)  the Purchaser has good and  sufficient  power,  authority and right to
          own or lease its property, to enter into this Agreement and to perform
          its obligations hereunder;

     Authorization
     -------------

     (c)  this Agreement has been duly authorized, executed and delivered by the
          Purchaser  and  is a  legal,  valid  and  binding  obligation  of  the
          Purchaser,  enforceable against the Purchaser,  as the case may be, by
          the Vendors in accordance with its terms, except as enforcement may be
          limited by bankruptcy,  insolvency and other laws affecting the rights
          of  creditors  generally  and except that  equitable  remedies  may be
          granted only in the  discretion of a court of competent  jurisdiction;
          and

     Full Disclosure
     ---------------

     (d)  the  Purchaser  has  no  information  or  knowledge  of any  fact  not
          communicated  to the Vendors and  relating to the  Purchaser or to the
          Purchaser's  business or to its  ability to make  payments  which,  if
          known to the  Vendors,  might  reasonably  be  expected  to deter  the
          Vendors  from  entering  into this  Agreement or from  completing  the
          transactions contemplated by this Agreement.

4.2    Survival  of  the  Representations,  Warranties  and  Covenants  by   the
       -------------------------------------------------------------------------
Purchaser.  To the extent they have not been fully  performed at or prior to the
Time of Closing,  each representation and warranty of the Purchaser contained in
this Agreement or in any document, instrument,  certificate or undertaking given
pursuant hereto shall:



<PAGE>


                                       11



     (a)  be true and correct on and as of the Closing  Date with the same force
          and effect as though made or given on the Closing Date;

     (b)  remain in full  force an  effect  notwithstanding  any  investigations
          conducted by or on behalf of the Purchaser;

     (c)  survive  the  completion  of the  transactions  contemplated  by  this
          Agreement  until the second  anniversary of the Closing Date and shall
          continue  in full  force and effect  for the  benefit  of the  Vendors
          during that  period,  except that a claim for any breach of any of the
          representations  and warranties  contained in this Agreement or in any
          agreement,  instrument,  certificate  or other  document  executed  or
          delivered    pursuant    hereto    involving   fraud   or   fraudulent
          misrepresentation  may be made at any time following the Closing Date,
          subject only to applicable limitation periods imposed by law; and

     (d)  To the extent  they have not been fully  performed  at or prior to the
          Time of Closing, each and every covenant of the Purchaser contained in
          this  Agreement and any  agreement,  instrument,  certificate or other
          document  executed  or  delivered  pursuant  to this  Agreement  shall
          survive  the  completion  of the  transactions  contemplated  by  this
          Agreement and, notwithstanding such completion, shall continue in full
          force and effect for the benefit of the Vendors.


                                    Article 5
                                    ---------
                         CONDITIONS PRECEDENT TO CLOSING
                         -------------------------------

5.1    Parties'  Conditions  Precedent  prior to  the Closing Date.   All of the
       ------------------------------------------------------------
rights,  duties  and  obligations  of  each of the  Parties  hereto  under  this
Agreement  are subject to the condition  precedent for the exclusive  benefit of
each of the Parties to be fulfilled in all  material  aspects in the  reasonable
opinion of each of the Parties or to be waived by each or any of the Parties, as
the case may be, as soon as possible after the Execution Date;  however,  unless
specifically indicated as otherwise, not later than the Time of Closing:

     (a)  the  specific  ratification  of  the  terms  and  conditions  of  this
          Agreement  by the Board of  Directors  of the  Purchaser  within  five
          business days of the due and complete  execution of this  Agreement by
          each of the Parties hereto (the "Purchaser's Ratification").



<PAGE>


                                       12



5.2    Parties' Waiver of Conditions Precedent.   The conditions precedent set
       ----------------------------------------
forth in section "5.1"  hereinabove are for the exclusive benefit of each of the
Parties  hereto and may be waived by each of the Parties in writing and in whole
or in part at or prior to the Time of Closing.

5.3    The  Vendors'  Conditions  Precedent.   The  purchase  and  sale  of  the
       -------------------------------------
Purchased  Securities is subject to the following  terms and  conditions for the
exclusive benefit of the Vendors and the Purchaser, to be fulfilled or performed
at or prior to the Time of Closing:

     (a)  the  representations and warranties of the Purchaser contained in this
          Agreement  shall be true and correct in all  material  respects at the
          Time  of  Closing,   with  the  same  force  and  effect  as  if  such
          representations and warranties were made at and as of such time; and

     (b)  all of the terms,  covenants and  conditions  of this  Agreement to be
          complied  with or performed by the  Purchaser at or before the Time of
          Closing  shall have been  complied  with or  performed in all material
          respects.

     (c)  no legal or  regulatory  action  or  proceeding  shall be  pending  or
          threatened by any person to enjoin,  restrict or prohibit the purchase
          and sale of the Purchased Shares contemplated hereby.

     If any of the  conditions  contained  in  this  section  5.3  shall  not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
the Vendors,  acting  reasonably,  the Vendors may, by notice to the  Purchaser,
terminate  this  Agreement and the  obligations of the Vendors and the Purchaser
under  this  Agreement,  other  than the  obligations  contained  in  Article  8
hereinbelow,  shall be  terminated,  provided that the Vendors may also bring an
action  pursuant to Article 7 against the Purchaser for damages  suffered by the
Vendors where the  non-performance  or non-fulfillment of the relevant condition
is as a result  of a breach  of  covenant,  representation  or  warranty  by the
Purchaser.  Any such  condition may be waived in whole or in part by the Vendors
in writing  without  prejudice to any claims it may have for breach of covenant,
representation or warranty.

5.4    Purchaser's Conditions Precedent prior to the Closing Date.  The sale and
       -----------------------------------------------------------
purchase  of the  Purchased  Shares  is  subject  to  the  following  terms  and
conditions  for the  exclusive  benefit of the  Purchaser,  to be  fulfilled  or
performed at or prior to the Time of Closing:

     (a)  the  representations  and warranties of the Vendors  contained in this
          Agreement  shall be true and correct at the Time of Closing,  with the
          same force and effect as if such  representations  and warranties were
          made at and as of such time;

     (b)  all of the terms,  covenants and  conditions  of this  Agreement to be
          complied  with or  performed  by the  Vendors at or before the Time of
          Closing shall have been complied with or performed;



<PAGE>


                                       13



     (c)  there  shall  have  been  obtained,   from  all  appropriate  federal,
          provincial,  municipal or other governmental or administrative bodies,
          such   licenses,   permits,   consents,    approvals,    certificates,
          registrations and  authorizations  as are required to be obtained,  if
          any, by the Vendors to permit the change of ownership of the Purchased
          Shares contemplated hereby;

     (d)  no legal or  regulatory  action  or  proceeding  shall be  pending  or
          threatened by any person to enjoin,  restrict or prohibit the purchase
          and sale of the Purchased Shares contemplated hereby;

     If any of the  conditions  contained  in  this  section  5.4  shall  not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
the Purchaser,  acting reasonably,  the Purchaser may, by notice to the Vendors,
terminate  this  Agreement and the  obligations of the Vendors and the Purchaser
under this  Agreement,  other than the obligations set forth in Article 8, shall
be terminated,  provided that the Purchaser may also bring an action pursuant to
Article 7 against the Vendors for damages  suffered by the  Purchaser  where the
non-performance or non-fulfillment of the relevant condition is as a result of a
breach  of  covenant,  representation  or  warranty  by the  Vendors.  Any  such
condition may be waived in whole or in part by the Purchaser  without  prejudice
to any claims it may have for breach of covenant, representation or warranty.


                                    Article 6
                                    ---------
                          CLOSING AND EVENTS OF CLOSING
                          -----------------------------

6.1    Closing and Closing  Date.    The closing (the  "Closing")  of the within
       --------------------------
purchase and delivery of the Purchased  Shares, as contemplated in the manner as
set forth in Article  "2"  hereinabove,  together  with all of the  transactions
contemplated  by this  Agreement  shall occur on December 30, 2004 (the "Closing
Date"),  or on such earlier or later Closing Date as may be agreed to in advance
and in writing by each of the Parties hereto,  and will be closed at the offices
of solicitors for the  Purchaser,  Devlin  Jensen,  Barristers  and  Solicitors,
located at Suite 2550 - 555 W. Hastings St.,  Vancouver,  B.C., V6B 4N5, at 2:00
p.m. (Vancouver time) on the Closing Date.

6.2    Latest Closing Date.  If the Closing Date has not occurred by January 30,
       --------------------
2005,  subject to an extension as may be mutually agreed to by the Parties for a
maximum of 14 days per extension,  then the Purchaser and the Vendors shall each
have the option to terminate this Agreement by delivery of written notice to the
other Party.  Upon delivery of such notice,  this Agreement shall cease to be of
any force and effect except for Article "8"  hereinbelow,  which shall remain in
full force and effect notwithstanding the termination of this Agreement.

6.3    Documents to be delivered by the Vendors prior to the Closing Date.   Not
       -------------------------------------------------------------------
later than five calendar days prior to the Closing Date,  and in addition to the
documentation which is required by the agreements and conditions precedent which
are set forth  hereinabove,  the Vendors shall also execute and deliver or cause
to be delivered to Purchaser's counsel all such other documents, resolutions and
instruments  as may be necessary,  in the opinion of counsel for the  Purchaser,



<PAGE>


                                       14



acting  reasonably,  to complete all of the  transactions  contemplated  by this
Agreement and including,  without limitation,  the necessary transfers of all of
the  Purchased  Shares to the  Purchaser  free and clear of all liens,  security
interests, charges and encumbrances,  and in particular including, but not being
limited to, the following materials:

     (a)  all  documentation  as may be necessary  and as may be required by the
          solicitors for the Purchaser, acting reasonably, to ensure that all of
          the  Purchased  Shares  have  been   transferred,   assigned  and  are
          registerable in the name of and for the benefit of the Purchaser under
          all applicable corporate and securities laws;

     (b)  certificates representing the Purchased Shares registered in the names
          of the Vendors,  duly  endorsed for transfer to the  Purchaser  and/or
          irrevocable  stock powers  transferring  the  Purchased  Shares to the
          Purchaser;

     (c)  certificates  representing the Purchased Shares registered in the name
          of the Purchaser;

     (d)  a certified  copy of the  resolutions  of the directors of the Vendors
          authorizing  the  transfer  by the  Vendors  to the  Purchaser  of the
          Purchased Shares; and

     (e)  all such other documents and instruments as the Purchaser's solicitors
          may reasonably require.

6.4    Documents  to  be  delivered by the  Purchaser prior to the Closing Date.
       -------------------------------------------------------------------------
Not later than the Closing Date, and in addition to the  documentation  which is
required  by the  agreements  and  conditions  precedent  which  are  set  forth
hereinabove,  the  Purchaser  shall  also  execute  and  deliver  or cause to be
delivered to the Vendors'  counsel,  all such other  documents,  resolutions and
instruments  that may be  necessary,  in the opinion of the Vendors'  respective
solicitors,  acting reasonably, to complete all of the transactions contemplated
by this Agreement and including, without limitation, the necessary acceptance of
the transfer of all of the Purchased  Shares to the Purchaser  free and clear of
all liens, charges and encumbrances,  and in particular including, but not being
limited to, the following materials:

     (a)  a copy of the resolutions of the directors of the Purchaser  providing
          for the approval of all of the transactions contemplated hereby; and

     (b)  all such other  documents and  instruments as the Vendors'  respective
          solicitors may reasonably require.


                                    Article 7
                                    ---------
                      INDEMNIFICATION AND LEGAL PROCEEDINGS
                      -------------------------------------

7.1    Indemnification.    The  Parties  hereto  agree  to  indemnify  and  save
       ----------------
harmless  the other  Parties  hereto  and  including,  where  applicable,  their
respective  affiliates,  directors,  officers,  employees  and agents (each such



<PAGE>


                                       15



party being an  "Indemnified  Party")  harmless from and against and agree to be
liable for 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.

7.2    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.

7.3    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.

7.4    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.

7.5    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 unreasonably withheld.

7.6    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



<PAGE>


                                       16



     (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.

7.7    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.


                                    Article 8
                                    ---------
                                 NON-DISCLOSURE
                                 --------------

8.1    Public Announcements and  Disclosure  to  Regulatory   Authorities.   All
       -------------------------------------------------------------------
information  relating to the Agreement and the transaction  contemplated therein
shall be treated as confidential  and no public  disclosure shall be made by any
Party   without  the  prior   approval   of  the  Company  and  the   Purchaser.
Notwithstanding the provisions of this Article, the Parties hereto agree to make
such public  announcements and disclosure to the Regulatory  Authorities of this
Agreement promptly upon its execution all in accordance with the requirements of
applicable securities legislation and regulations.


                                    Article 9
                                    ---------
                            ASSIGNMENT AND AMENDMENT
                            ------------------------

9.1    Assignment.   Save  and except  as provided  herein, no  Party hereto may
       -----------
sell,  assign,  pledge or mortgage or otherwise  encumber all or any part of its
respective interest herein without the prior written consent of all of the other
Parties hereto.

9.2    Amendment.   This Agreement and any provision thereof may only be amended
       ----------
in writing and only by duly  authorized  signatories  of each of the  respective
Parties hereto.



<PAGE>


                                       17



                                   Article 10
                                   ----------
                                  FORCE MAJEURE
                                  -------------

10.1   Events.   If any  Party  hereto is at any  time 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, by agreement of the affected Parties, be
extended  by a period  of time  equal  in  length  to the  period  of each  such
prevention or delay.  However,  any modification or termination of the Agreement
shall be valid only upon the signing of a modification or termination  agreement
by the affected Parties.

10.2   Notice.   A Party shall, within  seven calendar  days, give notice to the
       -------
affected Party of each event of force majeure under section  "10.1"  hereinabove
and upon cessation of such event shall furnish the affected 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 11
                                   ----------
                                   ARBITRATION
                                   -----------

11.1   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.

11.2   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 10 calendar  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 10 calendar  days the Party who gave such notice may proceed
to refer the dispute to arbitration as provided in section "11.3" hereinbelow.

11.3    Appointments.    The   Party  desiring  arbitration  shall  appoint  one
        -------------
arbitrator, and shall notify the other Party of such appointment,  and the other
Party shall,  within two calendar days after  receiving such notice,  appoint an
arbitrator,  and the two arbitrators so named,  before proceeding to act, shall,
within 10 calendar 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 10 calendar days after receiving notice of



<PAGE>


                                       18



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
chairman shall be appointed  under the provisions of the Commercial  Arbitration
Act (British Columbia) (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
in  Vancouver,  British  Columbia,  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 under such 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.

11.4   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 12
                                   ----------
                             DEFAULT AND TERMINATION
                             -----------------------

12.1   Default.   The  Parties  hereto  agree  that  if  any Party  hereto is in
       --------
default with respect to any of the provisions of this  Agreement  (herein called
the  "Defaulting   Party"),   the   non-defaulting   Party  (herein  called  the
"Non-Defaulting  Party") shall give notice to the Defaulting  Party  designating
such default,  and within 10 calendar days after its receipt of such notice, the
Defaulting Party shall either:

     (a)  cure such default,  or commence  proceedings  to cure such default and
          prosecute the same to completion without undue delay; or

     (b)  give the Non-Defaulting  Party notice that it denies that such default
          has occurred and that it is submitting  the question to arbitration as
          herein provided.

12.2   Arbitration.   If arbitration is  sought, a Party  shall not be deemed in
       ------------
default  until the matter  shall  have been  determined  finally by  appropriate
arbitration under the provisions of Article "11" hereinabove.

12.3   Curing the Default.   If:
       -------------------

     (a)  the default is not so cured or the Defaulting  Party does not commence
          or diligently proceed to cure the default; or

     (b)  arbitration is not so sought; or



<PAGE>


                                       19



     (c)  the  Defaulting  Party is found in  arbitration  proceedings  to be in
          default,  and fails to cure it within  five  calendar  days  after the
          rendering of the arbitration award,

the Non-Defaulting Party may, by written notice given to the Defaulting Party at
any time while the default  continues,  terminate the interest of the Defaulting
Party in and to this Agreement.

12.4   Termination.  In addition to the foregoing it is hereby acknowledged  and
       ------------
agreed by the Parties hereto that this Agreement will be terminated in the event
that:

     (a)  the Purchaser's Ratification is not received within five business days
          of the due and  complete  execution  of this  Agreement by each of the
          Parties hereto;

     (b)  the Purchaser fails to complete a successful and  Purchaser's  Initial
          Due Diligence review of the Company's  business and operations  within
          five (5) calendar days of the prior  satisfaction  by the Purchaser of
          the Purchaser's Ratification;

     (c)  the conditions  specified in section "5.1"  hereinabove  have not been
          satisfied at or prior to the Time of Closing;

     (d)  either of the Parties  hereto has not either  satisfied or waived each
          of their  respective  conditions  precedent at or prior to the Time of
          Closing in accordance with the provisions of Article "5" hereinabove;

     (e)  either of the  Parties  hereto  has  failed to deliver or caused to be
          delivered any of their respective  documents  required to be delivered
          by Articles "5" and "6" hereinabove at or prior to the Time of Closing
          in accordance with the provisions of Articles "5" and "6"; or

     (f)  by Closing has not  occurred on or before  January 30,  2005,  or such
          later date, all in accordance with section "6.2" hereinabove; or

     (g)  by agreement in writing by each of the Parties hereto;

and in such event this  Agreement  will be terminated and be of no further force
and effect other than the obligations under Article "8" hereinabove.


                                   Article 13
                                   ----------
                                     NOTICE
                                     ------

13.1   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 post office  addressed to the Party
entitled to receive the same,  or  delivered  to such Party,  at the address for
such Party specified above. The date of receipt of such notice,  demand or other



<PAGE>


                                       20



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
calendar  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.

13.2   Change of Address.   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.


                                   Article 14
                                   ----------
                               GENERAL PROVISIONS
                               ------------------

14.1   Entire  Agreement.   This  Agreement constitutes the  entire agreement to
       ------------------
date  between  the  Parties  hereto and  supersedes  every  previous  agreement,
communication,   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  and  including,
without  limitation,  the  agreement  as between the  Purchaser  and each of the
Vendors.

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

14.3   Schedules.   The Schedules to this  Agreement are hereby incorporated  by
       ----------
reference into this Agreement in its entirety.

14.4   Time of the Essence.   Time will be of the essence of this Agreement.
       --------------------

14.5   Representation  and  Costs.    It  is  hereby acknowledged by each of the
       ---------------------------
Parties hereto that, as between the Parties  hereto,  Devlin Jensen,  Barristers
and  Solicitors,  acts solely for the Purchaser,  and that the Vendors have been
advised by the  Purchaser  to obtain  independent  legal  advice with respect to
their  respective  reviews 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  involved thereto, by Devlin
Jensen shall be at the cost of the Purchaser.

14.6   Applicable  Law.   The  situs  of  this  Agreement  is Vancouver, British
       ----------------
Columbia and for all purposes this Agreement will be governed exclusively by and



<PAGE>


                                       21



construed and enforced in accordance with the laws and Courts  prevailing in the
Province of British Columbia.

14.7   Further Assurances.   The Parties hereto hereby,  jointly and  severally,
       -------------------
covenant and agree to forthwith,  upon request, execute and deliver, or cause to
be executed and delivered,  such further and other deeds, documents,  assurances
and  instructions  as may be required by the Parties hereto or their  respective
counsel in order to carry out the true nature and intent of this Agreement.

14.8   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 any of the Parties
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  agreement as of the date upon which the ruling  becomes
final).

14.9   Captions.   The  captions, section numbers, Article  numbers and Schedule
       ---------
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.

14.10  Currency.  Unless  otherwise stipulated, all  references to money amounts
       ---------
herein shall be in lawful money of the United States.

14.11  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 effective Execution Date as set forth on the
front page of this Agreement.

14.12  No  Partnership  or Agency.   The  Parties  hereto  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
any other  Party,  nor create any  fiduciary  relationship  between them for any
purpose  whatsoever.  No Party shall have any authority to act for, or to assume
any  obligations or  responsibility  on behalf of, any other party except as may
be,  from  time to time,  agreed  upon in  writing  between  the  Parties  or as
otherwise expressly provided.

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



<PAGE>


                                       22



     (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 each of the Parties  hereto has hereunto  executed this
     -------------------
Agreement  as of the  Execution  Date as set  forth  on the  front  page of this
Agreement.


SINOVAC BIOTECH LTD., the Purchaser
--------------------
herein,


Per:
    -------------------------------
Authorized Signatory


CHINA BIOWAY BIOTECH GROUP CO., LTD.
------------------------------------
a Vendor herein,


Per:
    -------------------------------
Authorized Signatory


BEIJING KEDING CO., LTD.,
------------------------
a Vendor herein,


Per:
    -------------------------------
Authorized Signatory


SHENZHEN BIO-PORT CO., LTD.,
---------------------------
a Vendor herein,


Per:
    -------------------------------
Authorized Signatory



<PAGE>


                                       23



                                   Schedule A
                                   ----------



     This is Schedule  "A" to that  certain  Share  Purchase  Agreement  between
Sinovac  Biotech Ltd. and each of China Bioway Group Co.,  Ltd.,  Beijing Keding
Co., Ltd. and Shenzhen Bio-port Co., Ltd.


                              Purchased Securities
                              --------------------


       Authorized Capital                             250,000,000 common shares
       ------------------
       of Sinovac Biotech Co., Ltd:


       Issued Capital
       --------------
       of Sinovac Biotech Co., Ltd.:                  133,600,000 common shares
       ----------------------------

       Vendor:
       ------
       China Bioway Biotech Group Co., Ltd.:          13,000,000 common shares.
       PKU Bio-city, Shangdi Xilu 39,
       Haidian District, Beijing, China

       Beijing Keding Co., Ltd.                       3,890,000 common shares
       PKU Bio-city, Shangdi Xilu 39,
       Haidian District, Beijing, China

       Shenzhen Bio-port Co., Ltd.                    10,580,000 common shares
       16F Times Stock Center,
       Shennan Street 4001, Fulian District,
       Shenzhen, China