fs12010ex10xxi_chinabct.htm


    
      Exhibit
10.21

      Shares
Pledge Agreement

      


      Party
A: Guangxi Liuzhou Baicaotang Medicine Ltd.

      Legal
Representative: Tang
Huitian, President.

      


      Party
B: Liuzhou Baicaotang Property Management Co., Ltd

      Legal
Representative: Tan
Yuqing

      


      Whereas, Party B borrowed RMB153,000 Yuan from
Party A on 05/03/2008.

      Through the friendly negotiation, Party
A and Party B hereby, with respect to the issue that Party B pledgesits 51% of the shares it owns inthe Liuzhou Baicaotang Pharmaceutical
Chain Co., Ltd to Party A, have reached the following
agreements:

      


      Article
1  Right of
Credits

      Party A lent RMB Yuan to Party B on
05/03/2008.

      


      Article
2  Repayment
Period

      Party B shall pay all the amount of
loans to Party A no later than 12/31/2015.

      


      Article
3  Pledged
Shares

      Party B agrees to pledge51% of the shares it owns inthe Liuzhou Baicaotang Pharmaceutical
Chain Co., Ltd to Party A., and will deliver the shares certificate which represents 51% of the shares
of Liuzhou Baicaotang Pharmaceutical Chain
Co., Ltd to Party A before 05/31/2008.

      


      Article
4  Scope of the
Guaranty of Pledge

      The scope
of the guaranty of pledge provided by Party B includes: 1) Loan principal;2) Interest (as
calculated by the loan rate of fluid capital of the corresponding period issued
by People’s Bank of China); 3) Liquidated damage; 4) Legal fees, attorney fees,
travel and other necessary expenses paid or advanced by Party A for
claims.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Article
5  Ownership of
Pledge Interest

      Party A and Party B hereby agree that
the pledge
interest during the pledge
period will be possessed by Party A.

      


      Article
6  Fulfillment of
Liabilities

      If Party
B repays the debt according to the stipulations of Article 1 and Article 2
herein, Party A will return all the pledged shares to Party B within five days
from the date of Party B’s full repayment to Party A, and complete the
deregistration procedures of such pledge.

      If Party B fails to repay the debt
according to the stipulations of Article 1 and Article 2 herein, Party A is
entitled to ask Party B to take all the repayment liability within the
scope of the guaranty of pledge set forth in Article 4 herein.
If the value of the pledged shares is not enough to cover the debt, any
balance due shall be recoverable from Party B. Party A may use the money from
converting, auction or sale of the pledged
sharesto pay off the
debtsthrough the
negotiation with Party B, where the money from the converting, auction or sale
of the pledged shares is
excess the amount of debt, the excess amount will belong to Party B, where the
money is not enough to cover the amount of debt, any balance due shall be
recoverable from Party B.

      If Party
B fails to fulfill the repayment obligations within the scope of the guaranty of
pledge, or the value of the pledged shares is not enough to cover the debt and
Party B fails to repay the debt accordingly, Party B will have no right to
redeem the pledged shares.

      


      Article
7  Registration of
Pledge

      Party B
is responsible for completing the registration of shares pledge within ten days
from the execution date of this agreement, and will inform Party A of the
registration in writing. Party B will have no right to transfer the pledged
shares in whole or in part during the pledge period.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Article
8  Miscellaneous

      Any
dispute arising out of the performance of this agreement, shall be settled
through mutual consultation by Party A and Party B. If no agreement is reached
through the consultation, such dispute will be submitted to Liunan District
People's Court located in Liuzhou for judgement.

      This agreement is made in five
counterparts with each party holding two copies, and the other one copy will be
submitted to Liuzhou
Baicaotang Pharmaceutical Chain Co., Ltd for shares pledge filing. This
agreement will be signed and sealed by Party A and Party B, and will
become effective from the
date that the pledged shares registered in the shareholders roster of
Liuzhou Baicaotang
Pharmaceutical Chain Co., Ltd.

      This
agreement may be modified or amended only by written confirmation duly signed by
Party A and Party B.

      


      
        	
                Party A: Guangxi Liuzhou
      Baicaotang Medicine
      Ltd.

              	
                Party B: Liuzhou
      Baicaotang Property Management Co., Ltd

              
	
                 

                Legal
      Representative:

              	
                 

                Legal
      Representative:

              
	
                Date:
      05/03/2008

              	
                Date:
      05/03/2008