fs12010ex10xxiii_chinabct.htm


    Exhibit
10.23


     

    Termination Agreement

     

     

    Party
A:    Guangxi Liuzhou
Baicaotang Medicine Ltd.

     

    Legal
Representative: Tang Huitian

     

     

    Party
B:    Shareholders of
Liuzhou Baicaotang Property Management Ltd.

     

    Representative:
Tang Huitian

     

     

    Party
C:    Liuzhou Baicaotang
Property Management Ltd.

     

    Legal
Representative: Tan Yuqing

     

     

    Whereas,

     

    
      	
              (1)  

            	
              Party
      A and Party B entered into a Shares Pledge Agreement on May 3, 2008 and
      another Shares Pledge Agreement on March 31, 2009 to pledge Party B’s
      equities in Party C to secure the loans that Party B has borrowed from
      Party A (the “Loan”);

            


    

     

     

    
      	
              (2)  

            	
              Party
      A and Party B have found that they have entered into the two Shares Pledge
      Agreements in error and intend to correct
it.

            


    

     

     

    Party A,
Party B and Party C hereby enter into the following agreement:

     

     

    
      	
              1.  

            	
              Party
      A and Party B agree to terminate the two Shares Pledge Agreements that
      were signed respectively on May 3, 2008 and March 31,
  2009.

            


    

     

    
      	
              2.  

            	
              Party
      C agrees to undertake to secure the Loan.  Party A, Party B and
      Party C confirm that the agreements that Party C has entered into with
      Party A to pledge all the equities it holds in Guangxi Liuzhou Baicaotang
      Medicine Retail Co., Ltd. remain in full force and
  effect.

            


    

     

    
      	
              3.  

            	
              Any
      dispute arising out of the performance of this agreement shall be
      negotiated between the parties.  When failing to get a
      consistent settlement, any party may submit such dispute to the People’s
      Court of Liunan District, Liu Zhou City for
  determination.

            


    

     

    
      	
              4.  

            	
              The
      terms and conditions set forth in herein should not be modified unless
      written agreed by the parties.

            


    

     

    
      	
              5.  

            	
              This
      agreement is made in six counterparts with each party holding two
      copies.  This agreement shall become binding on the date signed
      by the parties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Party
      A: Guangxi Liuzhou Baicaotang Medicine Ltd.

            
	 
      
	
              Legal
      Representative:

            
	 
      
	
              Date:
      March 2, 2010

            


    

     

     

    
      	
              Party
      B: Shareholders of Liuzhou Baicaotang Property Management Co.,
      Ltd

            
	 
      
	
              Representative:

            
	 
      
	
              Date:
      March 2, 2010

            


    

     

     

    
      	
              Party
      C: Liuzhou Baicaotang Property Management Ltd.

            
	 
      
	
              Legal
      Representative:

            
	 
      
	
              Date:
      March 2, 2010