Exhibit 10.1


CERTIFICATES CHANGE AND TECHNOLOGY TRANSFER AGREEMENT OF THE WELLNESS PRODUCTS

This  Agreement  has been entered into as of October 26, 2005 in Wuqing New Tech
Industrial Park, Tianjin, and P.R.C. by the following Parties:

Assignor:  Tianjin Tianshi Biological Development Co., Ltd.( Hereinafter " Party
A") Legal Registered Office:  Wuqing New Tech Industrial Park,  Tianjin,  P.R.C.
Legal Person: LI,JINYUAN

Assignee:  Tianjin Tianshi  Biological  Engineering  Ltd.( called Party B below)
Legal  Registered  Office:  No.6,  Yuanquan Rd. Wuqing New Tech Industrial Park,
Tianjin, P.R.C Legal Person: LI,JINYUAN

Whereas Party A holds the  ownership of "Wellness  Products  Certificates"  of 6
wellness  products  approved by State Food and Drug  Administration  of the P.R.
China (refer to Appendix 1) and relevant manufacture technology; and

Whereas  Party A  desires  to  transfer  the  ownership  of  "Wellness  Products
Certificates"  of 6 wellness  products and relevant  manufacture  technology  to
Party B; and

Whereas Party B has long term cooperation relationship with Party A, and Party B
is responsible for sales and marketing of such 6 wellness  products in China for
a long  time.  Party B agrees to accept  the  ownership  of  "Wellness  Products
Certificates" of the 6 wellness products and manufacture technology.

Therefore,  in  consideration  of reinforcing  the  cooperation  between the two
Parties and  achieving the  maximized  economical  benefits and returns for both
sides,  Party A and Party B hereto  agree as  follows  with  regard to the above
ownership of "Wellness  Products  Certificates"  of the 6 wellness  products and
relevant manufacture technology:

1. CHANGE OF OWNERSHIP

     1.1Party  A  agrees  to  change  the   ownership  of   "Wellness   Products
Certificates" of 6 wellness products and relevant manufacture technology,  which
is wholly owned and indicated in Appendix 1. After  changing,  Party B holds the
above  ownership  of "Wellness  Products  Certificates"  of 6 wellness  products
permanently.

     1.2 Party B agrees the above  changing of ownership of 6 Wellness  Products
Certificates and relevant manufacture technology, and agrees to accept the above
ownership  of  6  Wellness  Products   Certificates  and  relevant   manufacture
technology.




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     1.3 Both  Parties  agree to apply to relevant  authority  for the  changing
ownership  of  18  Wellness  Products   Certificates  and  relevant  manufacture
technology  in Party B's name.  Both  Parties  shall  prepare for and submit the
required  documents  based upon the  requirements  of  authority  and handle the
relevant examining procedures together.

     1.4  After  the  changing  of  ownership,  Party  B shall  own the  changed
ownership  and  shall  take  the  right  as  the  owner  of 6  Wellness  Product
Certificates  and bear the  obligations.  After the  transferring  of ownership,
Party B has the right to employ the 6 Wellness  Products  Certificates  under no
restriction to produce, manufacture and sell the wellness products in accordance
with the requirements of the 6 Wellness Products Certificates and relevant laws.

     1.5 Party B shall be the principal of the 6 Wellness  Product  Certificates
and relevant  manufacture  technology after the changing of ownership based upon
the provisions of " Regulations of Wellness Products".

2. BUSINESS SCOPE AFTER TRANSFER OF OWNERSHIP

     2.1 After the change of ownership of "Wellness  Products  Certificates"  of
the 6  wellness  products,  Party  B still  take  the  right  of  employing  the
certificates within the business scope prescribed previously.

     2.2 After the transfer of  manufacture  technology of 6 wellness  products,
Party B shall apply the technology subject to national laws and regulations.

     2.3 Party B shall bear all the  responsibilities  as a result of  employing
the "Wellness Product Certificates" of 6 wellness products beyond the registered
business scope or against the laws.

3.  COSTS FOR CHANGE

     3.1 Both  Parties  agree that the costs for the change of the  ownership of
the "Wellness  Product  Certificates"  for the above 6 wellness products and the
production  technology shall be pursuant to the "Market  Evaluation Report" from
the Nutrition Supplements Market Committee of the China Healthcare Association.

     3.2 Both Parties  agree that the change of the  ownership of the  "Wellness
Product  Certificates"  for the above 6  wellness  products  and the  production
technology  aims  at  maximizing  the  market  value  of the  "Wellness  Product
Certificates" for the 6 wellness products and their production technology.  Both
parties agree that the  transaction  consideration  shall be in accordance  with
what is confirmed in the "Market Evaluation Report":  Party B makes a payment of
2,363,512 RMB to Party A as the transfer price.

     3.3 Any costs and expenses incurred in the process of the ownership change,
including but not limited to the fees from governing  authority shall be born by
Party B.




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4. WAYS OF PAYMENT

     Party B shall make the payment to Party A in accordance  with the following
deadlines upon receiving the invoices from Party A:

     4.1 Make a deposit  equal to 20% of the total price upon the  Agreement  is
signed, that is 472,702.4 RMB.

     4.2  Party B shall pay the rest  1,890,809.6  RMB  within 7 days  after the
designation change of the "Wellness Products Ratification Certificate"

     4.3 Both  Parties  unanimously  agree to pay by (1)  cash,  (2)  check  (3)
remittance Payment by remittance by Party B should be remitted to the designated
account of Party A:

     Account Number:
     Name of the Bank:

5. TECHNOLOGY TRANSFER

     5.1 Party A agrees to transfer  all the  know-how  for  wellness  products,
including  but  not  limited  to  the  technological  documents  about  products
formulations,   production  techniques,  quality  standards  etc.  to  Party  B,
simultaneously  with  the  change  of the  ownership  of the  "Wellness  Product
Certificates" of the 6 wellness products,  in order for Party B to produce the 6
wellness products under the "Wellness Product Certificates".

     5.2 Party A shall  deliver the  technologic  documents  to Party B within 7
working days after the ratification for the change of ownership of the "Wellness
Products Ratification Certificate" of the 6 wellness products.

     5.3 After the  delivery of the  technologic  documents  to Party B, Party A
shall still bear the  responsibility  to instruct  Party B to test,  try out and
produce until Party B can produce the first batch of qualified products. Party A
is irresponsible for the financial result attainable for Party B.

     5.4 The specific technology for the 6 wellness products is owned by Party B
after such  technology  transfer.  Party A shall not  transfer or  disclose  the
relevant  technologies  to any third party;  otherwise it shall reimburse Part B
all the losses caused thereof.

     5.5 Any new technical  product invented  thereafter based on the 6 specific
technologies after the technology transfer shall belong to Party B.



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     5.6 After the technology transfer,  both Parties should keep the technology
under secret conditions and shall not disclose it to any third party.

6  TESTING STANDARDS AND TESTING MANNERS FOR THE TECHNOLOGY TRANSFER

     6.1 Testing  Standards:  in  accordance  with the  national  or  industrial
standards.  If no national  or  industrial  standards,  in  accordance  with the
technologic parameters promised to achieve by Party A.

     6.2 Testing manners:  Party B receives the technologic documents from Party
A, fully understands the content, and signs for confirmation.

7. DOCUMENT DELIVERY

     7.1  The  relevant  technologic  documents  and  letters,  required  by the
Agreement,  shall be drafted in Chinese and  delivered by specific  personnel or
fax;

     7.2 All the documents for delivery shall be regarded to have been delivered
according to the following date, whichever happens first:

     o    If delivered by specific personnel, the date when they are arrived;
     o    If delivered by fax, the date when the return receipt is confirmed.

8.  REPRESENTATIONS AND WARRANTIES

     8.1 Party A and Party B each  respectively  represents and warrants that it
has the authority and capacity to enter into and execute this Agreement. The two
parties have hereto signed this agreement by their duly authorized  officers and
representatives.  The  conclusion and execution of this agreement does not cause
to be in breach of any contract to or infringe  the rights and  interests of the
third party, or cause the other party to be liable for any responsibility to any
third party as a result of the performance of this agreement.

     8.2 Party A represents  and warrants  that it owns the entire  intellectual
right  and  technology  material  of the six  wellness  products  prior  to such
Agreement.  It guarantees that the conclusion of the Agreement does not infringe
the any  third  party's  technical  rights  and  interests.  Party  A  shall  be
responsible for dealing with any legal issues which may incur and bear any costs
and liabilities in connection with the performance of this Agreement.

     8.3  Party A  guarantees  Party B that  the  technical  material  which  is
transferred  to Party B is the most recent.  It guarantees  that the material is
complete, properly drafted, and reliable. Party A shall transfer the material to
party B in accordance with the rules hereinto.



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     8.4 Party B guarantees that it has acquired or shall acquire the production
license,  healthy certification,  and guarantees that it meets all the necessary
requirements for producing and manufacturing wellness products.

     8.5 Party B guarantees that it products and manufactures in accordance with
the  original  formulation,  quality  standard,  production  technics of the six
wellness products and in compliance with national laws and regulations.  Party A
is not  responsible  for any economic  losses suffered by Party B as a result of
Party B's breaching the above articles under this Agreement.

9. LIABILITY FOR BREACH OF THE AGREEMENT

     9.1 If Party A does not provide the  technical  materials  and  guidance on
tests,  trial, and production to Party B in accordance with the time,  quantity,
quality  provisions  stipulated  hereinabove,  Party A shall pay Party B penalty
equal to the sum of 5% of technology transfer fee.

     9.2 If Party A transfers  such  technology to any third party without prior
approval  by Party B, it shall  pay  Party B  penalty  equal to the sum of 5% of
technology transfer fee.

     9.3 In the event  that  there is any  technical  error for the  transferred
technology Party A shall make corrections and improve the quality  promptly.  If
such improvement  still cannot meet the production  standard,  Party A shall pay
Party B penalty equal to the sum of 5% of technology transfer fee, and moreover,
reimburse Party B any losses incurred arising out of or in connection therewith.

     9.4 If Party B does not pay transfer fee to Party A in accordance  with the
time and amount stipulated by this Agreement, Party B shall pay penalty to Party
A subject to the bank's rules with respect to deferring payment.

10. CHANGES AND DISSOLUTION OF THE AGREEMENT

     10.1  Without  any  reasonable  cause  either  party  shall  not  change or
terminate this Agreement.

    10.2 In the case of failure to complete the ownership transfer procedures of
Wellness Products Certificate as a result of the change of national policy after
the conclusion of this Agreement, both parties shall have the right to terminate
this Agreement. In such case, both parties shall not bear responsibilities for
default and suffer the losses arising out of this by themselves respectively.

11 GOVERNING LAW AND SETTLEMENT OF DISPUTES




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    11.1 The conclusion, validity, interpretation, implementation, amendments,
termination and settlement of dispute arising out of or in connection with this
Agreement shall be governed by the laws of the PRC.

     11.2 The two parties hereto shall make all reasonable  efforts to solve any
dispute arising out of the  implementation  of this Agreement  through  friendly
consultation.  In case no settlement can be reached  through  consultation,  the
court where Party A is located shall have jurisdiction to hear and determine the
suit subject to this written Agreement.

12 OTHERS

     12.1 A supplemental Agreement shall be signed separately thereafter by both
parties if some other items are to be covered.

     12.2 The changed parts,  if there are any, shall be invalid unless they are
properly sealed and validated by both parties.

     12.3 If any provision of this Agreement or part thereof is rendered void or
unenforceable,  it shall not affect in any way the validity or enforceability of
any other provision of this Agreement.

     12.4 The Agreement  shall take effect after both parties have affixed their
respective seals under the hands of their respective officers duly authorized in
that behalf.  In the event that a notarization  is needed,  the Agreement  shall
become effective after it is notarized by public notarial authority.

This Agreement shall be executed in eight  originals.  Each party holds one copy
and others will be submitted to the  authorized  governmental  department in the
course of proceeding the transfer application procedures.

IN WITNESS  WHEREOF this  Agreement has been entered into the day and year first
above written.




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PARTY A: TIANJIN TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.


SIGNED BY /s/ Jinyuan Li
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DATE October 26, 2005
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CONTACT Fusen Han
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TEL 0086-22-82137186
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FAX 0086-22-82133481
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ADD. No. 6, Yuanquan Road, Wuqing New-tech Industrial Park, Tianjin, P.R. China
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PARTY B: TIANJIN TIANSHI BIOLOGICAL ENGINEERING CO., LTD.

SIGNED BY /s/ Jinyuan Li
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DATE October 26, 2005
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CONTACT Fusen Han
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TEL 0086-22-82137186
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FAX 0086-22-82133481
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ADD. No. 6, Yuanquan Road, Wuqing New-tech Industrial Park, Tianjin, P.R. China
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