Exhibit 10.3

CERTIFICATES  CHANGE AND  TECHNOLOGY  SHARING  AGREEMENT  OF  EIGHTEEN  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 18
wellness  products  approved by State Food and Drug  Administration  of the P.R.
China (refer to Appendix 1) and  relevant  manufacture  technology;  and Party A
desires to change the sole ownership of "Wellness  Products  Certificates" of 18
wellness products and relevant manufacture  technology into sharing ownership by
Party A and 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 18 wellness products in China for
a long  time.  Party B agrees  to share  with  Party A the  above  ownership  of
"Wellness  Products  Certificates"  of the 18 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 18 wellness  products and
relevant manufacture technology:

1. CHANGE OF OWNERSHIP

1.1 Party A agrees to change the ownership of "Wellness  Products  Certificates"
of 18 wellness  products and relevant  manufacture  technology,  which is wholly
owned and indicated in Appendix 1. After changing, Party A and Party B holds the
above  ownership of "Wellness  Products  Certificates"  of 18 wellness  products
together.

1.2 Party B agrees the above  changing  of  ownership  of 18  Wellness  Products
Certificates and relevant manufacture technology, and agrees to share with Party
A the  above  ownership  of  18  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 both
Parties' 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 A and Party B shall hold the changed
ownership  together  and both  Parties  shall take the right as the owners of 18
Wellness  Products  Certificates and bear the obligations.  Either of Party A or
Party B has the right to use the 18 Wellness  Products  Certificates  solely and
under no restriction to produce,  manufacture and sell the wellness  products in
accord with the requirements of 18 Wellness  Products  Certificates and relevant
laws.

1.5 Both Parties agree that either of two Parties is not allowed to transfer the
ownership to any third party after the sole  ownership  of 18 Wellness  Products
Certificates is changed into sharing ownership of two Parties.

1.6 Both Parties agree to recommend  Party A as the principal of the 18 Wellness
Products  Certificates 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 18
wellness  products,  Party A and Party B still take the right of  employing  the
certificates within the scope prescribed previously.

2.2 After the transfer of manufacture technology of 18 wellness products,  Party
B shall apply the technology  without any  restriction  except for national laws
and regulations.

2.3 Party B shall bear all the  responsibilities  as a result of  employing  the
"Wellness  Product  Certificates" of 18 wellness  products beyond the registered
business scope or against the laws.

3.  COSTS FOR CHANGE

3.1 Both  Parties  come to the  agreement  that the costs for the  change of the
ownership  of the  "Wellness  Products  Certificate"  of the  above 18  wellness
products  and the  production  technology  should  be  pursuant  to the  "Market
Evaluation Report" from the Nutrition  Supplements Market Committee of the China
Healthcare Association.

3.2 Both Parties come to the  agreement  that the change of the ownership of the
"Wellness  Products  Certificate"  of the  above 18  wellness  products  and the
production technology aims at the reinforcement of bilateral cooperation and the



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realization of economic returns satisfactory for both sides, and the transaction
price should be in accordance  with what is confirmed in the "Market  Evaluation
Report":  Party B makes a payment of  9,869,796  RMB to Party A as the  transfer
price.

3.3 Any cost charged in the process of the ownership  change,  including but not
limited to the fees from Approval authority, will be charged to Party A.

4. WAYS OF PAYMENTS

Party B must  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 1,973,959.2 RMB.

4.2  Party B should  pay the  rest  7,895,836.8  RMB  within  7 days  after  the
ownership name change of the "Wellness  Products  Certificate"  4.3 Both Parties
unanimously  agree to pay by (1)  cash,  (2)  check (3)  remittance  Payment  by
remittance from 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  specific  technologies  for  wellness
products,  including  but  not  limited  to the  technological  documents  about
products formulations,  production techniques, quality standard etc. to Party B,
simultaneously  with the  change  of the  ownership  of the  "Wellness  Products
Certificate"  of the wellness  products,  in order for Party B to produce the 18
wellness products under the "Wellness Products Certificate".

5.2 Party A should deliver the technologic documents to Party B within 7 working
days after the  approval of the change of ownership  of the  "Wellness  Products
Certificate" of the 18 wellness products.

5.3 After the delivery of the  technologic  documents to Party B, Party A should
still bear the  responsibility  to instruct Party B to test, try out and produce
until  Party B can produce the first  qualified  products,  but Party A does not
bear the responsibility of economic return attainable for Party B.

5.4 The specific  technology  for the 18 wellness  products is jointly  owned by
both  Parties  after the  technologic  transfer.  Either Party is not allowed to
transfer  the  specific  technology  to any  third  party  without  the  written


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permission of the other party. Besides,  without any restrictions,  either Party
has the authority to employ the 18 specific technologies to manufacture, produce
and sell wellness products in its own name in accord with the "Wellness Products
Certificate".

5.5  Any  newly  exploited  technical   production  based  on  the  18  specific
technologies  from either Party after the technology  transfer  should belong to
both Parties.

5.6 After the technology transfer, both Parties should keep the technology under
secret conditions and are not allowed to disclose 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 written in Chinese and delivered by courier 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 courier, the date when they are submitted;
     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  eighteen  wellness  products  prior  to  such
agreement.  It guarantees that the conclusion of the agreement does not infringe
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.



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8.3 Party A guarantees that the technical material which is transferred to Party
B is the most recent,  and Party B holds the same technical  material as Party A
does.  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.

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  techniques  of  the  six
wellness products and in compliance with national laws and regulations.  Party B
is responsible  for any economic  losses suffered by itself as a result of Party
B's  breaching  the  above  articles  under  this  agreement.  And Party B shall
reimburse Party A any economic losses,  directly or indirectly suffered by Party
A arising out of or in connection with Party B's default.

9. LIABILITY FOR BREACH OF THE AGREEMENT

9.1 If  Party A does  not  provide  Party B with  the  technical  materials  and
guidance on tests, trial, and production 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 reach the production  standard,  Party A shall pay
Party B penalty  equal to the sum of 5% of technology  transfer  fee,  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




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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 DISPUTE

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
       -------------------------------------------------------------------------

TEL 0086-22-82137186
   -----------------------------------------------------------------------------

FAX 0086-22-82133481
   -----------------------------------------------------------------------------

ADD. No. 6, Yuanquan Road, Wuqing New-tech Industrial Park, Tianjin, P.R. China
    ----------------------------------------------------------------------------