EXHIBIT 10.2   2004 NON-QUALIFIED STOCK COMPENSATION PLAN

                   2004 NON-QUALIFIED STOCK COMPENSATION PLAN

1.   PURPOSE  OF  PLAN

     1.1  This  2004  NON-QUALIFIED  STOCK  COMPENSATION  PLAN  (the  "Plan")
ofPingchuan  Pharmaceutical,  Inc.,  a  North  Carolina  corporation  (the
"Company"),for  employees,  directors,  officers consultants, advisors and other
persons  associated  with the Company, is intended to advance the best interests
of  the Company by providing those persons who have a substantial responsibility
for  its management and growth with additional incentive and by increasing their
proprietary  interest in the success of the Company, thereby encouraging them to
maintain  their  relationships  with  the Company. Further, the availability and
offering of stock options and common stock under the Plan supports and increases
the  Company's  ability  to attract and retain individuals of exceptional talent
upon whom, in large measure, the sustained progress, growth and profitability of
the  Company  depends.

2.   DEFINITIONS

     2.1     For  Plan purposes, except where the context might clearly indicate
otherwise,  the  following  terms  shall  have  the  meanings  set  forth below:

    "Board"  shall  mean  the  Board  of  Directors  of  the  Company.

    "Committee"  shall mean the Compensation Committee, or such other committee
appointed by the Board, which shall be designated by the Board to administer the
Plan,  or the Board if no committees have been established.  The Committee shall
be composed of three or more persons as from time to time are appointed to serve
by  the  Board.  Each member of the Committee, while serving as such, shall be a
disinterested  person  with  the  meaning  of  Rule  16b-3 promulgated under the
Securities  Exchange  Act  of  1934.

     "Common Shares" shall mean the Company's Common Shares, $.001 par value per
share, or, in the event that the outstanding Common Shares are hereafter changed
into  or exchanged for different shares of securities of the Company, such other
shares  or  securities.

     "Company"  shall  mean  Pingchuan  Pharmaceutical,  Inc.,  a North Carolina
corporation,  and  any  parent  or  subsidiary  corporation  of  Pingchuan
Pharmaceutical,  Inc.,  as such terms are defined in Sections 425(e) and 425(f),
respectively,  of  the  Code.

     "Fair  Market  Value"  shall  mean,  with respect to the date a given stock
option  is  granted or exercised, the average of the highest and lowest reported
sales  prices  of  the  Common Shares, as reported by such responsible reporting
service  as  the  Committee may select, or if there were not transactions in the
Common  Shares  on  such  day, then the last preceding day on which transactions
took place.  The above withstanding, the Committee may determine the Fair Market
Value in such other manner as it may deem more equitable for Plan purposes or as
is  required  by  applicable  laws  or  regulations.

     "Optionee"  shall  mean an employee of the company who has been granted one
or  more  Stock  Options  under  the  Plan.

     "Common  Stock"  shall  mean shares of common stock which are issued by the
Company  pursuant  to  Section  5,  below.

     "Common  Stockholder"  means the employee of, consultant to, or director of
the  Company  or other person to whom shares of Common Stock are issued pursuant
to  this  Plan.

     "Common  Stock  Agreement"  means  an  agreement  executed  by  a  Common
Stockholder  and  the Company as contemplated by Section 5, below, which imposes
on  the  shares of Common Stock held by the Common Stockholder such restrictions
as  the  Board  or  Committee  deem  appropriate.

     "Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a stock
option  granted  pursuant  to  the  terms  of  the  Plan.

     "Stock  Option  Agreement" shall mean the agreement between the Company and
the  Optionee  under  which  the  Optionee may purchase Common Shares hereunder.

3.   ADMINISTRATION  OF  THE  PLAN

     3.1  The Committee shall administer the Plan and accordingly, it shall have
full  power  to grant Stock Options and Common Stock, construe and interpret the
Plan,  establish rules and regulations and perform all other acts, including the
delegation  of  administrative  responsibilities,  it  believes  reasonable  and
proper.

     3.2 The determination of those eligible to receive Stock Options and Common
Stock,  and  the  amount,  type  and  timing  of  each  grant  and the terms and
conditions of the respective stock option agreements and Common Stock Agreements
shall rest in the sole discretion of the Committee, subject to the provisions of
the  Plan.

     3.3 The Committee may cancel any Stock Options awarded under the Plan if an
Optionee  conducts  himself  in  a  manner  which the Committee determines to be
inimical  to  the  best  interest  of  the  Company,  as set forth more fully in
paragraph  8  of  Article  11  of  the  Plan.

     3.4  The  Board,  or  the  Committee,  may  correct  any defect, supply any
omission  or  reconcile  any  inconsistency in the Plan, or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it into
effect.

     3.5  Any  decision  made,  or  action  taken, by the Committee or the Board
arising  out  of  or in connection with the interpretation and administration of
the  Plan  shall  be  final  and  conclusive.


<PAGE>
     3.6  Meetings  of  the  Committee shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the Committee
shall  constitute  a  quorum  for the transaction of business, and the vote of a
majority  of  those  members  present  at  any meeting shall decide any question
brought  before  that  meeting.  In  addition, the Committee may take any action
otherwise  proper  under  the  Plan  by  the  affirmative  vote, taken without a
meeting,  of  a  majority  of  its  members.

     3.7  No  member of the Committee shall be liable for any act or omission of
any  other  member  of the Committee or for any act or omission on his own part,
including,  but not limited to, the exercise of any power or discretion given to
him  under  the  Plan,  except  those resulting from his own gross negligence or
willful  misconduct.

     3.8  The  Company,  through  its  management,  shall supply full and timely
information  to  the  Committee  on  all  matters relating to the eligibility of
Optionees,  their  duties  and  performance,  and  current  information  on  any
Optionee's  death,  retirement,  disability  or other termination of association
with  the  Company,  and  such  other pertinent information as the Committee may
require.  The  Company  shall furnish the Committee with such clerical and other
assistance  as  is  necessary  in  the  performance  of  its  duties  hereunder.

4.     SHARES  SUBJECT  TO  THE  PLAN

     4.1 The total number of shares of the Company available for grants of Stock
Options  and  Common  Stock  under  the  Plan  shall be 3,000,000 Common Shares,
subject to adjustment in accordance with Article 7 of the Plan, which shares may
be  either  authorized  but unissued or reacquired Common Shares of the Company.

     4.2  If a Stock Option or portion thereof shall expire or terminate for any
reason  without having been exercised in full, the unpurchased shares covered by
such  NQSO  shall  be  available  for  future  grants  of  Stock  Options.

5.     AWARD  OF  COMMON  STOCK

     5.1  The  Board or Committee from time to time, in its absolute discretion,
may (a) award Common Stock to employees of, consultants to, and directors of the
Company,  and  such  other persons as the Board or Committee may select, and (b)
permit Holders of Options to exercise such Options prior to full vesting therein
and  hold  the Common Shares issued upon exercise of the Option as Common Stock.
In  either  such  event,  the  owner  of such Common Stock shall hold such stock
subject  to  such  vesting schedule as the Board or Committee may impose or such
vesting  schedule  to  which  the  Option  was  subject,  as  determined  in the
discretion  of  the  Board  or  Committee.

     5.2 Common Stock shall be issued only pursuant to a Common Stock Agreement,
which  shall  be  executed  by  the Common Stockholder and the Company and which
shall  contain  such  terms  and  conditions  as  the  Board  or Committee shall
determine  consistent with this Plan, including such restrictions on transfer as
are  imposed  by  the  Common  Stock  Agreement.

     5.3  Upon delivery of the shares of Common Stock to the Common Stockholder,
below, the Common Stockholder shall have, unless otherwise provided by the Board
or  Committee,  all  the  rights  of  a stockholder with respect to said shares,
subject  to  the restrictions in the Common Stock Agreement, including the right
to  receive  all  dividends and other distributions paid or made with respect to
the  Common  Stock.

     5.4. Notwithstanding anything in this Plan or any Common Stock Agreement to
the  contrary, no Common Stockholders may sell or otherwise transfer, whether or
not  for  value,  any  of the Common Stock prior to the date on which the Common
Stockholder  is  vested  therein.

     5.5 All shares of Common Stock issued under this Plan (including any shares
of Common Stock and other securities issued with respect to the shares of Common
Stock  as  a  result  of stock dividends, stock splits or similar changes in the
capital  structure  of the Company) shall be subject to such restrictions as the
Board  or  Committee  shall  provide,  which  restrictions  may include, without
limitation, restrictions concerning voting rights, transferability of the Common
Stock and restrictions based on duration of employment with the Company, Company
performance  and  individual  performance;  provided that the Board or Committee
may,  on such terms and conditions as it may determine to be appropriate, remove
any  or  all  of  such restric-tions. Common Stock may not be sold or encumbered
until  all  applicable restrictions have terminated or expire. The restrictions,
if any, imposed by the Board or Committee or the Board under this Section 5 need
not  be  identical  for  all Common Stock and the imposition of any restrictions
with respect to any Common Stock shall not require the imposition of the same or
any  other  restrictions  with  respect  to  any  other  Common  Stock.

     5.6  Each  Common Stock Agreement shall provide that the Company shall have
the  right  to  repurchase from the Common Stockholder the unvested Common Stock
upon  a termination of employment, termination of directorship or termination of
a consultancy arrangement, as applicable, at a cash price per share equal to the
purchase  price  paid  by  the  Common  Stockholder  for  such  Common  Stock.

     5.7 In the discretion of the Board or Committee, the Common Stock Agreement
may  provide  that  the  Company  shall  have  the a right of first refusal with
respect  to  the  Common Stock and a right to repurchase the vested Common Stock
upon  a termination of the Common Stockholder's employment with the Company, the
termination of the Common Stockholder's consulting arrangement with the Company,
the  termination  of the Common Stockholder's service on the Company's Board, or
such  other  events  as  the  Board  or  Committee  may  deem  appropriate.

     5.8  The Board or Committee shall cause a legend or legends to be placed on
certificates  representing  shares  of  Common  Stock  that  are  subject  to
restrictions  under  Common Stock Agreements, which legend or legends shall make
appropriate  reference  to  the  applicable  restrictions.

6.     STOCK  OPTION  TERMS  AND  CONDITIONS

     6.1  Consistent  with  the  Plan's purpose, Stock Options may be granted to
non-employee directors of the Company or other persons who are performing or who
have  been  engaged to perform services of special importance to the management,
operation  or  development  of  the  Company.

     6.2  All  Stock  Options  granted  under  the  Plan  shall  be evidenced by
agreements which shall be subject to applicable provisions of the Plan, and such
other  provisions as the Committee may adopt, including the provisions set forth
in  paragraphs  2  through  11  of  this  Section  6.

     6.3  All  Stock  Options granted hereunder must be granted within ten years
from  the  earlier  of  the  date  of  this  Plan  is adopted or approved by the
Company's  shareholders.

     6.4  No  Stock  Option  granted to any employee or 10% Shareholder shall be
exercisable  after  the  expiration  of  ten  years  from  the date such NQSO is
granted.  The  Committee, in its discretion, may provide that an Option shall be
exercisable  during  such  ten  year period or during any lesser period of time.

          The  Committee  may  establish  installment exercise terms for a Stock
Option  such  that  the NQSO becomes fully exercisable in a series of cumulating
portions.  If  an  Optionee shall not, in any given installment period, purchase
all  the  Common  Shares which such Optionee is entitled to purchase within such
installment  period,  such  Optionee's  right  to purchase any Common Shares not
purchased  in  such  installment  period  shall continue until the expiration or
sooner termination of such NQSO.  The Committee may also accelerate the exercise
of any NQSO.  However, no NQSO, or any portion thereof, may be exercisable until
thirty  (30)  days  following  date  of  grant  ("30-Day  Holding  Period.").

     6.5  A  Stock Option, or portion thereof, shall be exercised by delivery of
(i)  a written notice of exercise of the Company specifying the number of common
shares  to  be  purchased,  and  (ii)  payment  of the full price of such Common
Shares,  as  fully  set  forth  in  paragraph  6  of  this  Section  6.

          No  NQSO  or  installment  thereof  shall  be  exercisable except with
respect  to  whole  shares, and fractional share interests shall be disregarded.
Not  less  than 100 Common Shares may be purchased at one time unless the number
purchased is the total number at the time available for purchase under the NQSO.
Until  the  Common  Shares  represented  by  an  exercised NQSO are issued to an
Optionee,  he  shall  have  none  of  the  rights  of  a  shareholder.

     6.6  The exercise price of a Stock Option, or portion thereof, may be paid:

          A.   In  United  States  dollars,  in  cash  or  by  cashier's  check,
               certified  check, bank draft or money order, payable to the order
               of  the  Company  in  an  amount  equal  to  the option price; or

          B.   At the discretion of the Committee, through the delivery of fully
               paid  and  nonassessable  Common  Shares,  with an aggregate Fair
               Market  Value  on  the  date  the  NQSO is exercised equal to the
               option  price,  provided  such tendered Shares have been owned by
               the  Optionee  for  at  least one year prior to such exercise; or

          C.   By  a  combination  of  both  A  and  B  above.

          The  Committee shall determine acceptable methods for tendering Common
Shares  as  payment  upon  exercise  of  a  Stock  Option  and  may  impose such
limitations  and prohibitions on the use of Common Shares to exercise an NQSO as
it  deems  appropriate.

     6.7  With the Optionee's consent, the Committee may cancel any Stock Option
issued  under  this  Plan  and  issue  a  new  NQSO  to  such  Optionee.

     6.8  Except  by  will  or the laws of descent and distribution, no right or
interest  in  any  Stock  Option  granted  under the Plan shall be assignable or
transferable,  and  no right or interest of any Optionee shall be liable for, or
subject  to,  any  lien,  obligation or liability of the Optionee. Stock Options
shall  be exercisable during the Optionee's lifetime only by the Optionee or the
duly  appointed  legal  representative  of  an  incompetent  Optionee.

     6.9  If  the Optionee shall die while associated with the Company or within
three  months after termination of such association, the personal representative
or  administrator  of  the  Optionee's  estate  or the person(s) to whom an NQSO
granted  hereunder  shall  have  been  validly  transferred  by  such  personal
representative  or  administrator pursuant to the Optionee's will or the laws of
descent and distribution, shall have the right to exercise the NQSO for one year
after  the  date  of  the  Optionee's  death,  to  the  extent (i) such NQSO was
exercisable  on  the  date  of such termination of employment by death, and (ii)
such  NQSO  was not exercised, and (iii) the exercise period may not be extended
beyond  the  expiration  of  the  term  of  the  Option.

          No  transfer  of  a  Stock Option by the will of an Optionee or by the
laws  of  descent and distribution shall be effective to bind the Company unless
the  Company  shall  have  been  furnished  with  written  notice thereof and an
authenticated  copy  of the will and/or such other evidence as the Committee may
deem  necessary  to establish the validity of the transfer and the acceptance by
the  transferee  or transferee of the terms and conditions by such Stock Option.

          In  the  event  of  death  following  termination  of  the  Optionee's
association  with  the Company while any portion of an NQSO remains exercisable,
the  Committee,  in its discretion, may provide for an extension of the exercise
period  of  up  to  one  year  after  the  Optionee's  death  but not beyond the
expiration  of  the  term  of  the  Stock  Option.

     6.10 Any Optionee who disposes of Common Shares acquired on the exercise of
a  NQSO  by  sale  or exchange either (i) within two years after the date of the
grant  of  the  NQSO under which the stock was acquired, or (ii) within one year
after  the  acquisition  of  such  Shares,  shall  notify  the  Company  of such
disposition  and  of  the amount realized upon such disposition. The transfer of
Common  Shares may also be Common by applicable provisions of the Securities Act
of  1933,  as  amended.

7.     ADJUSTMENTS  OR  CHANGES  IN  CAPITALIZATION

     7.1  In  the  event  that  the outstanding Common Shares of the Company are
hereafter  changed into or exchanged for a different number or kind of shares or
other  securities  of  the  Company  by  reason  of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up  or  stock  dividend:

          A.   Prompt,  proportionate, equitable, lawful and adequate adjustment
               shall  be made of the aggregate number and kind of shares subject
               to  Stock  Options which may be granted under the Plan, such that
               the  Optionee shall have the right to purchase such Common Shares
               as may be issued in exchange for the Common Shares purchasable on
               exercise  of  the  NQSO  had  such  merger,  consolidation, other
               reorganization,  recapitalization,  reclassification, combination
               of  shares,  stock  split-up  or  stock dividend not taken place;

          B.   Rights  under  unexercised  Stock  Options  or  portions  thereof
               granted  prior  to any such change, both as to the number or kind
               of  shares  and  the  exercise price per share, shall be adjusted
               appropriately,  provided  that  such  adjustments  shall  be made
               without  change  in  the  total  exercise price applicable to the
               unexercised  portion  of  such NQSO's but by an adjustment in the
               price  for  each  share  covered  by  such  NQSO's;  or

          C.   Upon  any dissolution or liquidation of the Company or any merger
               or  combination  in  which  the  Company  is  not  a  surviving
               corporation,  each  outstanding  Stock  Option  granted hereunder
               shall  terminate,  but  the  Optionee  shall  have  the  right,
               immediately  prior  to  such  dissolution, liquidation, merger or
               combination,  to  exercise  his  NQSO in whole or in part, to the
               extent  that  it shall not have been exercised, without regard to
               any  installment  exercise  provisions  in  such  NQSO.

     7.2  The  foregoing  adjustments  and  the  manner  of  application  of the
foregoing  provisions  shall  be  determined  solely  by  the  Committee,  whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan  on  account  of  any  such  adjustments.

8.     MERGER,  CONSOLIDATION  OR  TENDER  OFFER

     8.1  If  the Company shall be a party to a binding agreement to any merger,
consolidation  or  reorganization or sale of substantially all the assets of the
Company, each outstanding Stock Option shall pertain and apply to the securities
and/or  property  which  a  shareholder  of  the  number of Common Shares of the
Company  subject  to  the  NQSO  would  be  entitled to receive pursuant to such
merger,  consolidation  or  reorganization  or  sale  of  assets.

     8.2  In  the  event  that:

          A.   Any  person other than the Company shall acquire more than 20% of
               the Common Shares of the Company through a tender offer, exchange
               offer  or  otherwise;

          B.   A  change in the "control" of the Company occurs, as such term is
               defined  in  Rule  405  under  the  Securities  Act  of  1933;

          C.   There  shall  be a sale of all or substantially all of the assets
               of  the  Company;

any  then  outstanding  Stock  Option  held by an Optionee, who is deemed by the
Committee  to  be  a statutory officer ("Insider") for purposes of Section 16 of
the Securities Exchange Act of 1934 shall be entitled to receive, subject to any
action  by  the Committee revoking such an entitlement as provided for below, in
lieu  of  exercise  of  such  Stock  Option,  to  the  extent  that  it  is then
exercisable,  a  cash  payment  in an amount equal to the difference between the
aggregate  exercise  price  of  such  NQSO, or portion thereof, and, (i)  in the
event  of  an  offer  or similar event, the final offer price per share paid for
Common  Shares, or such lower price as the Committee may determine to conform an
option  to  preserve  its Stock Option status, times the number of Common Shares
covered by the NQSO or portion thereof, or (ii)  in the case of an event covered
by B or C above, the aggregate Fair Market Value of the Common Shares covered by
the  Stock  Option,  as  determined  by  the  Committee  at  such  time.

     8.3 Any payment which the Company is required to make pursuant to paragraph
8.2 of this Section 8 shall be made within 15 business days, following the event
which  results in the Optionee's right to such payment. In the event of a tender
offer  in  which  fewer  than  all  the  shares  which  are  validly tendered in
compliance with such offer are purchased or exchanged, then only that portion of
the  shares  covered  by  an  NQSO  as results from multiplying such shares by a
fraction,  the  numerator  of  which  is  the  number  of Common Shares acquired
pursuant  to  the  offer  and  the  denominator of which is the number of Common
Shares  tendered  in  compliance  with such offer shall be used to determine the
payment thereupon. To the extent that all or any portion of a Stock Option shall
be  affected  by  this  provision,  all  or  such  portion  of the NQSO shall be
terminated.

     8.4 Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the Committee
may,  by  unanimous vote and resolution, unilaterally revoke the benefits of the
above  provisions;  provided, however, that such vote is taken no later than ten
business  days  following  public  announcement of the intent of an offer or the
change  of  control,  whichever  occurs  earlier.

9.     AMENDMENT  AND  TERMINATION  OF  PLAN

     9.1  The Board may at any time, and from time to time, suspend or terminate
the  Plan  in whole or in part or amend it from time to time in such respects as
the  Board  may  deem  appropriate  and  in  the  best  interest of the Company.

     9.2 No amendment, suspension or termination of this Plan shall, without the
Optionee's  consent,  alter or impair any of the rights or obligations under any
Stock  Option  theretofore  granted  to  him  under  the  Plan.

     9.3  The  Board may amend the Plan, subject to the limitations cited above,
in  such  manner  as  it deems necessary to permit the granting of Stock Options
meeting  the requirements of future amendments or issued regulations, if any, to
the  Code.

     9.4  No  NQSO  may  be  granted  during any suspension of the Plan or after
termination  of  the  Plan.


10.     GOVERNMENT  AND  OTHER  REGULATIONS

     10.1  The  obligation  of the Company to issue, transfer and deliver Common
Shares  for  Stock  Options  exercised  under  the  Plan shall be subject to all
applicable  laws, regulations, rules, orders and approval which shall then be in
effect  and  required by the relevant stock exchanges on which the Common Shares
are  traded and by government entities as set forth below or as the Committee in
its  sole  discretion  shall  deem  necessary  or  advisable.  Specifically,  in
connection  with  the  Securities  Act of 1933, as amended, upon exercise of any
Stock  Option,  the  Company shall not be required to issue Common Shares unless
the  Committee  has  received evidence satisfactory to it to the effect that the
Optionee  will  not  transfer  such  shares  except  pursuant  to a registration
statement  in effect under such Act or unless an opinion of counsel satisfactory
to  the  Company  has  been  received  by  the  Company  to the effect that such
registration  is  not  required.  Any  determination  in  this connection by the
Committee  shall be final, binding and conclusive. The Company may, but shall in
no  event  be  obligated to, take any other affirmative action in order to cause
the exercise of a Stock Option or the issuance of Common Shares pursuant thereto
to  comply  with  any  law  or  regulation  of  any  government  authority.

11.     MISCELLANEOUS  PROVISIONS

     11.1  No  person shall have any claim or right to be granted a Stock Option
or  Common  Stock under the Plan, and the grant of an NQSO or Common Stock under
the  Plan shall not be construed as giving an Optionee or Common Stockholder the
right to be retained by the Company. Furthermore, the Company expressly reserves
the  right  at  any  time to terminate its relationship with an Optionee with or
without  cause,  free from any liability, or any claim under the Plan, except as
provided herein, in an option agreement, or in any agreement between the Company
and  the  Optionee.

     11.2 Any expenses of administering this Plan shall be borne by the Company.

     11.3  The payment received from Optionee from the exercise of Stock Options
under  the Plan shall be used for the general corporate purposes of the Company.

     11.4 The place of administration of the Plan shall be in the State of North
Carolina,  and  the  validity,  construction, interpretation, administration and
effect  of the Plan and of its rules and regulations, and rights relating to the
Plan,  shall  be  determined  solely in accordance with the laws of the State of
North  Carolina.

     11.5  Without  amending  the  Plan,  grants  may be made to persons who are
foreign  nationals or employed outside the United States, or both, on such terms
and  conditions,  consistent  with  the  Plan's  purpose,  different  from those
specified  in the Plan as may, in the judgment of the Committee, be necessary or
desirable  to  create  equitable  opportunities given differences in tax laws in
other  countries.

     11.6  In  addition to such other rights of indemnification as they may have
as  members of the Board or the Committee, the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them  in  connection with any action, suit or proceeding to which they or any of
them  may  be  party by reason of any action taken or failure to act under or in
connection with the Plan or any Stock Option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by  the  Company)  or paid by them in
satisfaction  of  a  judgment  in  any such action, suit or proceeding, except a
judgment  based  upon a finding of bad faith; provided that upon the institution
of  any  such  action,  suit or proceeding a Committee member shall, in writing,
give  the  Company  notice  thereof  and  an opportunity, at its own expense, to
handle and defend the same, with counsel acceptable to the Optionee, before such
Committee  member  undertakes  to  handle  and  defend  it  on  his  own behalf.

     11.7  Stock  Options  may  be granted under this Plan from time to time, in
substitution  for  stock options held by employees of other corporations who are
about  to  become  employees  of  the  Company  as  the  result  of  a merger or
consolidation  of  the employing corporation with the Company or the acquisition
by  the Company of the assets of the employing corporation or the acquisition by
the  Company  of  stock  of  the  employing  corporation as a result of which it
becomes a subsidiary of the Company. The terms and conditions of such substitute
stock  options  so  granted  may vary from the terms and conditions set forth in
this Plan to such extent as the Board of Directors of the Company at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the  stock  options  in  substitution  for  which  they are granted, but no such
variations  shall  be  such as to affect the status of any such substitute stock
options  as  a  stock  option  under  Section  422A  of  the  Code.

     11.8 Notwithstanding anything to the contrary in the Plan, if the Committee
finds  by  a  majority  vote, after full consideration of the facts presented on
behalf  of both the Company and the Optionee, that the Optionee has been engaged
in  fraud,  embezzlement,  theft,  insider  trading  in  the  Company's  stock,
commission  of  a  felony  or proven dishonesty in the course of his association
with  the Company or any subsidiary corporation which damaged the Company or any
subsidiary  corporation,  or  for disclosing trade secrets of the Company or any
subsidiary corporation, the Optionee shall forfeit all unexercised Stock Options
and  all  exercised  NQSO's  under  which  the Company has not yet delivered the
certificates  and  which  have  been  earlier  granted  to  the  Optionee by the
Committee.  The  decision  of  the  Committee  as  to the cause of an Optionee's
discharge  and the damage done to the Company shall be final. No decision of the
Committee,  however, shall affect the finality of the discharge of such Optionee
by  the  Company  or  any  subsidiary  corporation  in  any  manner.

12.     WRITTEN  AGREEMENT

     12.1  Each  Stock  Option  granted hereunder shall be embodied in a written
Stock  Option  Agreement  which  shall  be  subject  to the terms and conditions
prescribed above and shall be signed by the Optionee and by the President or any
Vice President of the Company, for and in the name and on behalf of the Company.
Such  Stock  Option  Agreement  shall  contain  such  other  provisions  as  the
Committee,  in  its  discretion  shall  deem  advisable.


<PAGE>
Number  of  Shares:___________                                  Date  of  Grant:

     FORM  OF  NON-QUALIFIED  STOCK  OPTION  AGREEMENT

     AGREEMENT  made  this___ day  of__________ 200,  between_______
    (the  "Optionee"),  and  Pingchuan  Pharmaceutical,  Inc., (the  "Company").

     1.  GRANT  OF  OPTION

     The  Company,  pursuant  to  the  provisions  of  the  Non-Qualified  Stock
Compensation Plan (the "Plan"), adopted by the Board of Directors on_____, 2004,
the  Company  hereby grants to the Optionee, subject to the terms and conditions
set  forth or incorporated herein, an option to purchase from the Company all or
any  part of an aggregate of______shares of its $.001 par value common stock, as
such  common  stock  is now constituted, at the purchase price of $___per share.
The  provisions  of  the  Plan  governing the terms and conditions of the Option
granted  hereby  are  incorporated  in  full  herein  by  reference.

     2.  EXERCISE

          The  Option  evidenced hereby shall be exercisable in whole or in part
on  or  after _____and  on or before____________ , provided that the
cumulative  number  of  shares  of  common  stock as to which this Option may be
exercised  (except  in  the  event  of death, retirement, or permanent and total
disability,  as  provided  in  paragraph  6.9  of the Plan) shall not exceed the
following  amounts:

     Cumulative  Number              Prior  to  Date
        of  Shares               (Note  Inclusive  of)
     -----------------           ---------------------



The  Option evidenced hereby shall be exercisable by the delivery to and receipt
by  the  Company of (i)  written notice of election to exercise, in the form set
forth  in  Attachment B hereto, specifying the number of shares to be purchased;
(ii)  accompanied  by  payment  of  the  full  purchase price thereof in cash or
certified  check  payable  to  the  order  of  the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the Company,
or  by  a  combination  thereof,  and  (iii)  by  return  of  this  Stock Option
Agreement  for  endorsement of exercise by the Company on Schedule I hereof.  In
the  event  fully  paid  and nonassessable common stock is submitted as whole or
partial  payment for shares to be purchased hereunder, such common stock will be
valued  at  their  Fair  Market  Value (as defined in the Plan) on the date such
shares  received  by  the  Company are applied to payment of the exercise price.


<PAGE>
     3.     TRANSFERABILITY

     The  Option  evidenced  hereby  is  not  assignable  or transferable by the
Optionee  other  than  by  the  Optionee's  will  or  by the laws of descent and
distribution,  as  provided  in  paragraph  6.9 of the Plan. The Option shall be
exercisable  only  by  the  Optionee  during  his  lifetime.

                                       Pingchuan  Pharmaceutical,  Inc.



                                       By:
                                       Name:
ATTEST:                                Title:



_____________________________________
Secretary

     Optionee hereby acknowledges receipt of a copy of the Plan, attached hereto
and  accepts  this  Option  subject to each and every term and provision of such
Plan.  Optionee  hereby  agrees  to accept as binding, conclusive and final, all
decisions  or interpretations of the of the Board of Directors administering the
Plan  on  any  questions  arising  under such Plan.  Optionee recognizes that if
Optionee's  employment  with  the  Company  or  any  subsidiary thereof shall be
terminated  without  cause,  or  by  the  Optionee,  prior  to  completion  or
satisfactory  performance by Optionee (except as otherwise provided in paragraph
6 of the Plan) all of the Optionee's rights hereunder shall thereupon terminate;
and  that, pursuant to paragraph 6 of the Plan, this Option may not be exercised
while  there  is outstanding to Optionee any unexercised Stock Option granted to
Optionee  before  the  date  of  grant  of  this  Option.

Dated:_________                                     ____________________________
                                                    Optionee


                                                   _____________________________
                                                   Print  Name


                                                   _____________________________
                                                   Address


                                                   _____________________________
                                                   Social  Security  No.

<PAGE>



ATTACHMENT  B

                                  NOTICE OF EXERCISE



To:     Pingchuan  Pharmaceutical,  Inc.,



(1)     The  undersigned  hereby  elects  to  purchase ________ shares of Common
Shares (the "Common Shares"), of Pingchuan Pharmaceutical, Inc., pursuant to the
     terms  of  the  attached  Non-Qualified Stock Option Agreement, and tenders
herewith  payment  of  the  exercise price in full, together with all applicable
transfer  taxes,  if  any.

(2)     Please  issue  a certificate or certificates representing said shares of
Common  Shares  in  the  name  of  the  undersigned  or in such other name as is
specified  below:

               _______________________________
               (Name)

               _______________________________
               (Address)
               _______________________________




Dated:


                                                  ______________________________
                                                      Signature

Optionee:_____________________          _______________________Date  of  Grant:







<PAGE>

<TABLE>
<CAPTION>
                                     SCHEDULE  I

DATE       SHARES  PURCHASED        PAYMENT          UNEXERCISED       ISSUING
                                    RECEIVED           SHARES          OFFICER
                                                      REMAINING        INITIALS
-------------------------------------------------------------------------------
<S>         <C>                   <C>               <C>               <C>
</TABLE>