SHARE EXCHANGE AGREEMENT

This Share Exchange  Agreement  ("Agreement")  between  Wickliffe  International
Corporation,   a  Nevada  corporation   ("WICK");   Douglas  C.  MacLellan  (the
"Shareholders  Representative"),  as representative of the persons listed in the
persons listed in EXHIBIT A hereof (the "Werke Shareholders"),  being the owners
of record of all of the issued and outstanding  stock of Werke  Pharmaceuticals,
Inc., a Delaware  corporation  ("WERKE");  and Shenyang  Tianwei  Pharmaceutical
Factory, a Chinese corporation ("STPF"), is entered into as of June 20, 2002.

                                    RECITALS

         A.   WERKE and STPF are currently the joint owners of Shenyang  Tainwei
Werke  Pharmaceutical  Co., Ltd. ("STWP"),  a Sino-foreign  equity joint venture
company  formed in 2001 to finance and expand an existing  northern  China-based
pharmaceutical manufacturing and sales company.

         B.   Currently, through the  equity  joint  venture  structure,  55% of
STWP is owned by STPF and 45% is owned by WERKE.

         C.   STPF has the right to convert its interest in  STWP into equity in
WERKE so that WERKE will own a 100% interest in STWP.

         D.   STPF ntends to exercise  its right to convert its interest in STWP
into equity in WERKE in order to facilitate  the  transactions  contemplated  by
this Agreement.  Following such  conversion,  STPF and/or its principals will be
Shareholders of WERKE.

         E.   The Shareholders have authorized the Shareholders  Representative,
pursuant to the Agreement to Appoint Shareholders  Representative annexed hereto
as  EXHIBIT B to sell to WICK,  and WICK has agreed to  purchase  from the Werke
Shareholders  100% of the common stock of WERKE (the "WERKE  Stock") in exchange
for shares of the outstanding common shares of WICK (the "WICK Stock"), pursuant
to the terms and conditions set forth in this Agreement.

         F.   WERKE will become a wholly owned subsidiary of WICK.

NOW  THEREFORE,  in  consideration  of the mutual  representations,  warranties,
covenants  and  agreements  contained in this  Agreement,  the parties  agree as
follows:

1.       Exchange of Stock.
         -----------------

         (a)      The Werke  Shareholders  agree to transfer  to WICK,  and WICK
                  agrees to  purchase  from the Werke  Shareholders,  all of the
                  Werke  Shareholders'  right,  title and  interest in the WERKE
                  Stock,  representing  100% of the issued and outstanding stock
                  of WERKE,  free and clear of all  mortgages,  liens,  pledges,
                  security  interests,  restrictions,  encumbrances,  or adverse
                  claims of any nature.



                                        1



<PAGE>



         (b)      At the Closing (as defined in Section 2 below), upon surrender
                  by the Werke  Shareholders of the certificates  evidencing the
                  WERKE Stock, duly endorsed for transfer to WICK or accompanied
                  by stock powers  executed in blank by the Werke  Shareholders,
                  WICK will cause  11,000,000  shares (subject to adjustment for
                  fractionalized shares as set forth below) of the common voting
                  stock, par value $.001 of WICK (the "WICK Stock") to be issued
                  to the  Werke  Shareholders  (or  their  designees),  in  full
                  satisfaction  of any right or interest which each  Shareholder
                  held in the WERKE Stock.  The WICK Stock will be issued to the
                  Werke Shareholders on a pro rata basis, in the same proportion
                  as the percentage of their ownership interest in WERKE, as set
                  forth on EXHIBIT A (subject to adjustment as set forth below),
                  at the Closing. As a result of the exchange of the WERKE Stock
                  for  the  WICK  Stock,   WERKE  will  become  a  wholly  owned
                  subsidiary of WICK.

         (c)      EXHIBIT A, may be amended by WERKE at or prior to the  Closing
                  in  order  to give  effect  to the  conversion  by STPF of its
                  interest  in STWP into  equity in WERKE and to  reflect  other
                  changes in the capital  structure of WERKE which may be caused
                  by  investment  into  WERKE  by  third  parties  prior  to the
                  Closing.  Any  additional  shareholders  which  are  added  to
                  EXHIBIT  A, at or prior to  Closing  will agree to be bound by
                  the terms of this Agreement, either directly or by signing the
                  Agreement  to  Appoint  Shareholders  Representative  attached
                  hereto as EXHIBIT B, however,  their failure to do so prior to
                  Closing will not effect the validity or enforceability of this
                  Agreement  as between the present  parties.  In no event shall
                  WICK be required  to issue any  additional  securities,  other
                  than as set forth  herein,  as a result of any  changes in the
                  capital structure of WERKE at or prior to the Closing.

2.       Closing.
         -------

         (a)      The  parties  to  this  Agreement  will  hold a  closing  (the
                  "Closing")  for the purpose of executing and exchanging all of
                  the  documents  contemplated  by this  Agreement and otherwise
                  effecting the transactions contemplated by this Agreement. The
                  Closing  will be held as soon as possible  and it is currently
                  anticipated  that it will occur within one week  following the
                  completion  of the Audit of WERKE and STWP,  at the offices of
                  the Company's  agent in Rockville,  Maryland,  unless  another
                  place  or time is  mutually  agreed  upon  in  writing  by the
                  parties.  All  proceedings to be taken and all documents to be
                  executed  and  exchanged at the Closing will be deemed to have
                  been taken,  delivered  and  executed  simultaneously,  and no
                  proceeding will be deemed taken nor documents  deemed executed
                  or  delivered  until  all  have  been  taken,   delivered  and
                  executed.  If agreed to by the  parties,  the Closing may take
                  place through the exchange of documents by fax and/or  express
                  courier.

         (b)      With the exception of any stock  certificates which must be in



                                        2



<PAGE>



                  their original form, any copy,  fax,  e-mail or other reliable
                  reproduction of the writing or  transmission  required by this
                  Agreement  or any  signature  required  thereon may be used in
                  lieu of an original  writing or  transmission or signature for
                  any and all  purposes  for which the  original  could be used,
                  provided that such copy, fax, e-mail or other  reproduction is
                  a  complete  reproduction  of the entire  original  writing or
                  transmission  or original  signature,  and the  originals  are
                  promptly delivered thereafter.

3.       Representations and Warranties of WICK.
         --------------------------------------

         WICK represents and warrants as follows:

         (a)      WICK is a corporation duly organized, validly existing, and in
                  good  standing  under the laws of the  State of Nevada  and is
                  licensed or qualified as a foreign  corporation  in all states
                  in which  the  nature  of its  business  or the  character  or
                  ownership   of  its   properties   makes  such   licensing  or
                  qualification necessary.

         (b)      The   authorized   capital  stock  of  WICK  consists  of  (i)
                  25,000,000 shares of common stock, $0.001 par value per share,
                  of which,  1,669,180  shares are issued and  outstanding as of
                  June 15, 2002; and (ii) no preferred  stock.  To the knowledge
                  of WICK,  all issued and  outstanding  shares of WICK's common
                  stock are fully paid and nonassessable.

         (c)      Other  than as set forth on  SCHEDULE  3(C)  attached  hereto,
                  there  are  no   subscription   rights,   options,   warrants,
                  convertible   securities,   or  other  rights  (contingent  or
                  otherwise)   presently   outstanding,    for   the   purchase,
                  acquisition,  or sale of the  capital  stock of  WICK,  or any
                  securities  convertible into or exchangeable for capital stock
                  of WICK or other  securities of WICK,  from or by WICK.  There
                  are no outstanding  obligations of WICK to repurchase,  redeem
                  or otherwise  acquire any of its shares and there will be none
                  of the foregoing outstanding at the Closing.

         (d)      WICK has no subsidiaries.

         (e)      Execution of this Agreement and  performance by WICK hereunder
                  has been duly authorized by all requisite  corporate action on
                  the part of WICK, and this  Agreement  constitutes a valid and
                  binding obligation of WICK, and WICK's  performance  hereunder
                  will  not  violate  any  provision  of  any  charter,   bylaw,
                  indenture,  mortgage,  lease,  or  agreement,  or  any  order,
                  judgment,   decree,   or,  to  WICK's  knowledge  any  law  or
                  regulation,  to which any  property  of WICK is  subject or by
                  which WICK is bound.

         (f)      Other than as set forth on SCHEDULE 3(F) attached hereto, WICK
                  has no assets or liabilities  and the same will be represented
                  in audited  financial  statements  of WICK for the fiscal year
                  ended June 30, 2001, and  the unaudited  financial  statements



                                        3



<PAGE>



                  for any interim period which may be prepared prior to closing.

         (g)      There  is no  litigation  or  proceeding  pending  or  to  the
                  Company's  knowledge  threatened  against or relating to WICK,
                  its properties or business.

         (h)      WICK is not a party to any material contract.  For purposes of
                  this  Agreement  "material"  shall  mean any  contract,  debt,
                  liability, claim or other obligation valued or otherwise worth
                  $2,000 or more.

         (i)      Other than Charles Smith,  WICK has no officers,  directors or
                  employees.

         (j)      No current  officer,  director,  affiliate  or person known to
                  WICK to be the record or  beneficial  owner of in excess of 5%
                  of WICK's common stock, or any person known to be an associate
                  of any of the  foregoing  is a party  adverse to WICK or has a
                  material  interest  adverse  to WICK in any  material  pending
                  legal proceeding.

         (k)      WICK has filed in correct form all federal,  state,  and other
                  tax returns of every nature required to be filed by it and has
                  paid all taxes and all assessments,  fees and charges which it
                  is  obligated  to  pay  by  federal,  state  or  other  taxing
                  authority to the extent that such taxes, assessments, fees and
                  charges have become due. WICK has also paid all taxes which do
                  not require the filing of returns and which are required to be
                  paid by it. To the extent that tax  liabilities  have accrued,
                  but  have  not  become  payable,  they  have  been  adequately
                  reflected as liabilities on the books of WICK.

         (l)      WICK is a publicly reporting company pursuant to Section 12(g)
                  of the Securities Exchange Act of 1934, as amended (the "Act")
                  and is in compliance  with all reporting  requirements  of the
                  Act.  WICK's Form 10-KSB for the period  ending  December  31,
                  2000, its Form 10-QSB for the period ending June 30, 2001, its
                  Form 10-QSB for the period ending September 30, 2001, its Form
                  10-QSB for the period ending December 31, 2001, its 10-QSB for
                  the  period  ending  March 31,  2001,  and any other  periodic
                  filings  made by WICK as filed  with the  SEC,  including  all
                  exhibits,  documents  and  attachments  thereto,  are true and
                  correct in all material respects and do not contain any untrue
                  statement of a material  fact or omit to state a material fact
                  required  to be  stated  therein  or  necessary  to  make  any
                  statement therein not materially misleading.

         (m)      WICK's common stock currently  trades on the  over-the-counter
                  market  bulletin  board  marker  commonly  referred  to as the
                  "OTCBB."  WICK is not aware of any fact or  circumstance  that
                  would  jeopardize  or  otherwise  impair the ability of WICK's
                  common stock to continue trading on the OTCBB.

         (n)      WICK has had the  opportunity  to  perform  all due  diligence
                  investigations  of WERKE,  STPF and STWP and their  respective
                  businesses as it has deemed  necessary or  appropriate  and to



                                        4



<PAGE>



                  ask questions of the officers and directors of WERKE, STPF and
                  STWP  and  has  received  satisfactory  answers  to all of its
                  questions.   WICK  has  had  access  to  all   documents   and
                  information  about  WERKE,  STPF  and  STWP  and has  reviewed
                  sufficient  information  to allow them to evaluate  the merits
                  and risks of the transactions contemplated by this Agreement.

         (o)      WICK is  acquiring  the WERKE shares to be  transferred  to it
                  under this Agreement for investment and not with a view to the
                  sale or distribution thereof.

4.       Representations and Warranties of the Werke Shareholders.
         --------------------------------------------------------

         The Werke Shareholders, jointly and severally, represent and warrant as
follows:

         (a)      WERKE is a corporation duly organized,  validly existing,  and
                  in good standing under the laws of Delaware and is licensed or
                  qualified as a foreign  corporation in all places in which the
                  nature of its  business or the  character  or ownership of its
                  properties makes such licensing or qualification necessary.

         (b)      There are no agreements purporting to restrict the transfer of
                  the WERKE Shares, nor any voting agreements,  voting trusts or
                  other arrangements  restricting or affecting the voting of the
                  WERKE Shares.  The WERKE Shares held by the Werke Shareholders
                  are duly and validly  issued,  fully paid and  non-assessable,
                  and issued in full  compliance  with all federal,  state,  and
                  local laws,  rules and  regulations.  Other than as  described
                  herein, there are no subscription rights,  options,  warrants,
                  convertible   securities,   or  other  rights  (contingent  or
                  otherwise)   presently   outstanding,    for   the   purchase,
                  acquisition,  or sale of the  capital  stock of WERKE,  or any
                  securities  convertible into or exchangeable for capital stock
                  of WERKE or other securities of WERKE, from or by WERKE.









                                        5



<PAGE>



         (c)      The Werke Shareholders have full right, power and authority to
                  sell, transfer and deliver the WERKE Shares, and upon delivery
                  of  the   certificates   therefor  as   contemplated  in  this
                  Agreement,  the Werke Shareholders will transfer to WICK valid
                  and marketable title to the WERKE Shares, including all voting
                  and other  rights to the  WERKE  Shares  free and clear of all
                  pledges,  liens, security interests,  adverse claims, options,
                  rights of any third party, or other encumbrances.  Each of the
                  Werke  Shareholders,  subject  to  adjustment  at or  prior to
                  Closing as set forth in  paragraph  1(c),  owns and holds that
                  the  number or  percentage  of WERKE  Shares  that are  listed
                  opposite their names on EXHIBIT A attached hereto.

         (d)      There is no litigation or proceeding  pending, or to any Werke
                  Shareholder's  knowledge,  threatened,  against or relating to
                  WERKE or to the WERKE Shares.

         (e)      WERKE  has  filed in  correct  form all tax  returns  of every
                  nature required to be filed by it in its home  jurisdiction or
                  otherwise  and has paid all taxes as shown on such returns and
                  all assessments, fees and charges received by it to the extent
                  that such taxes,  assessments,  fees and  charges  have become
                  due.  WERKE has also paid all taxes  which do not  require the
                  filing of returns and which are  required to be paid by it. To
                  the extent that tax  liabilities  have  accrued,  but have not
                  become  payable,   they  have  been  adequately  reflected  as
                  liabilities on the books of WERKE.

         (f)      The financial  statements that have been provided to WICK have
                  been prepared  consistent with Generally  Accepted  Accounting
                  Principles  ("GAAP") as recognized by the Peoples  Republic of
                  China  and  other  than  those  adjustments   necessitated  by
                  conversion  from  Chinese  GAAP  to  U.S.  GAAP  in  order  to
                  consolidate  such  financial  statements  with  the  financial
                  statements  of  WERKE  prior  to  Closing,  will  not  deviate
                  substantially upon such consolidation.

         (g)      The current  residence  address or principal place of business
                  (for any non-individual shareholder) of the Werke Shareholders
                  is as listed on EXHIBIT A attached hereto.

         (h)      The Werke Shareholders have had the opportunity to perform all
                  due diligence  investigations of WICK and its business as they
                  have deemed  necessary or appropriate  and to ask questions of
                  WICK's  officers and directors and have received  satisfactory
                  answers to all of their questions. The Werke Shareholders have
                  had access to all  documents  and  information  about WICK and
                  have reviewed sufficient information to allow them to evaluate
                  the merits and risks of the acquisition of the WICK Stock.

         (i)      The Werke  Shareholders are acquiring the WICK Stock for their
                  own account (and not for the account of others) for investment
                  and not with a view to the  distribution  therefor.  The Werke
                  Shareholders  will not sell or  otherwise  dispose of the WICK
                  Stock without  registration under the  Securities Act of 1933,



                                        6



<PAGE>



                  as amended, or an exemption therefrom,  and the certificate or
                  certificates representing the WICK Stock will contain a legend
                  to the foregoing effect.


5.       Conduct Prior to the Closing.
         ----------------------------

         WICK and the Werke Shareholders  covenant that between the date of this
Agreement and the Closing as to each of them:

         (a)      Other than as contemplated  herein,  no change will be made in
                  the charter documents,  by-laws,  or other corporate documents
                  of WICK or WERKE.

         (b)      WICK and WERKE will each use its best  efforts to maintain and
                  preserve its business  organization,  employee  relationships,
                  and  goodwill  intact,  and will not enter  into any  material
                  commitment except in the ordinary course of business.

         (c)      None of the Werke  Shareholders will sell,  transfer,  assign,
                  hypothecate,  lien, or otherwise dispose or encumber the WERKE
                  Shares owned by them.

         (d)      WERKE and STPF will use their  best  efforts to  maintain  and
                  preserve the business organization, employee relationships and
                  goodwill intact of STWP, and will not allow STWP to enter into
                  any  material  commitment  except  in the  ordinary  course of
                  business.

         (e)      Other  than as  contemplated  herein,  WERKE and STPF will not
                  sell,  transfer,  assign,  hypothecate,   lien,  or  otherwise
                  dispose, encumber or dilute their interest in STWP.

         (f)      STPF will convert its interest in STWP into equity in WERKE so
                  that at Closing WERKE will own a 100% interest in STWP.


6.       Conditions to Obligations of the Werke Shareholders and STPF.
         ------------------------------------------------------------

The Werke  Shareholders  and STPF's  obligations  to complete  the  transactions
contemplated  herein are subject to fulfillment on or before the Closing of each
of the following conditions,  unless waived in writing by the Werke Shareholders
or STPF, as appropriate:

         (a)      The  representations  and  warranties of WICK set forth herein
                  will be true and  correct at the Closing as though made at and
                  as of  that  date,  except  as  affected  by the  transactions
                  contemplated hereby.

         (b)      WICK  will  have  performed  all  covenants  required  by this
                  Agreement to be performed by it on or before the Closing.



                                        7



<PAGE>



         (c)      This  Agreement  will  have  been  approved  by the  Board  of
                  Directors of WICK.

         (d)      WICK will have  delivered to the Werke  Shareholders  and STPF
                  the documents set forth below in form and substance reasonably
                  satisfactory  to counsel for the  Shareholders,  to the effect
                  that:

                  (i)      WICK  is  a  corporation   duly  organized,   validly
                           existing, and in good standing;

                  (ii)     WICK's  authorized  capital  stock  is as  set  forth
                           herein;

                  (iii)    Certified  copies of the  resolutions of the board of
                           directors of WICK  authorizing  the execution of this
                           Agreement and the consummation hereof; and

                  (iv)     Any further  document as may be reasonably  requested
                           by counsel to the  Shareholders  and STPF in order to
                           substantiate any of the representations or warranties
                           of WICK set forth herein.

         (e)      There will have  occurred  no material  adverse  change in the
                  business, operations or prospects of WICK.

         (f)      WICK shall have prepared audited financial  statements for the
                  period ending June 30, 2002. Such financial  statements  shall
                  be  prepared  in  accordance  with US GAAP and  shall  present
                  fairly the financial condition of the Company for that period.

         (g)      WICK will have received  written consent (in a form acceptable
                  to  counsel   for  the   Shareholders   and  WERKE)  from  the
                  Shareholders  listed on Schedule 6(g) attached hereto agreeing
                  to cancel  back to WICK at or prior to  Closing  those  shares
                  listed opposite their names on Schedule 6(g).

         (h)      WERKE and STPF will have  received  approval  from the Chinese
                  Securities and Regulatory  Commission and any other  necessary
                  Chinese    governmental    approvals   of   the   transactions
                  contemplated by this Agreement.

7.       Conditions to Obligations of WICK.
         ---------------------------------

WICK's  obligation  to  complete  the  transaction  contemplated  herein will be
subject  to  fulfillment  on or  before  the  Closing  of each of the  following
conditions, unless waived in writing by the WICK, as appropriate:

         (a)      The  representations  and warranties of the Werke Shareholders
                  set forth  herein  will be true and  correct at the Closing as
                  though made at and as of that date, except as affected by  the



                                        8



<PAGE>



                  transactions contemplated hereby.

         (b)      The  Werke  Shareholders  and STPF  will  have  performed  all
                  covenants  required by this  Agreement to be performed by them
                  on or before the Closing.

         (c)      The  Werke  Shareholders  will  have  delivered  to  WICK  the
                  documents  set forth  below in form and  substance  reasonably
                  satisfactory to counsel for WICK, to the effect that:

                  (i)      WERKE  is  a  corporation  duly  organized,   validly
                           existing, and in good standing;

                  (ii)     WERKE's  authorized  capital  stock  is  owned as set
                           forth herein and in EXHIIBIT A, subject to adjustment
                           as set forth in paragraph 1(c); and

                  (iii)    Any further  document as may be reasonably  requested
                           by counsel to the WICK in order to  substantiate  any
                           of the  representations  or  warranties  of the Werke
                           Shareholders or STPF set forth herein.

         (d)      There will have  occurred  no material  adverse  change in the
                  business, operations or prospects of WERKE, STPF or STWP.


8.       Additional Covenants.
         --------------------

         (a)      Between the date of this Agreement and the Closing,  the Werke
                  Shareholders,  with  respect  to WERKE,  STPF with  respect to
                  itself and WICK, with respect to itself,  will, and will cause
                  their  respective  representatives  to,  (i)  afford the other
                  parties and their  representatives  access to their personnel,
                  properties,  contracts, books and records, and other documents
                  and data,  as  reasonably  requested by the other party;  (ii)
                  furnish  the  other  parties  and their  representatives  with
                  copies of all such  contracts,  books and  records,  and other
                  existing  documents and data as they may reasonably request in
                  connection   with  the   transaction   contemplated   by  this
                  Agreement;  and  (iii)  furnish  the other  parties  and their
                  representatives with such additional financial, operating, and
                  other data and information as they may reasonably request. The
                  Werke  Shareholders will cause WERKE to and STPF and WICK will
                  provide  each  other,  with  complete  copies of all  material
                  contracts and other relevant  information on a timely basis in
                  order to keep the other parties  fully  informed of the status
                  of their respective business and operations.

         (b)      WICK  will  deliver  WICK's   corporate   books  and  records,
                  including  all records  relating to WICK's  audited  financial
                  statements, to the Shareholders at Closing.

         (c)      The  parties  agree  that they  will not  make,  and the Werke
                  Shareholders  will  not  permit  WERKE  to  make,  any  public



                                        9



<PAGE>



                  announcements  relating to this Agreement or the  transactions
                  contemplated  herein without the prior written  consent of the
                  other  parties,  except as may be  required  upon the  written
                  advice of counsel to comply with applicable laws or regulatory
                  requirements  after  consulting  with the other parties hereto
                  and seeking their consent to such announcement.

         (d)      WICK, STPF and the Werke Shareholders will cooperate with each
                  other in the preparation of a Form 10KSB for the period ending
                  June 30, 2002 and Form 8-K to be filed with the SEC describing
                  the transaction  contemplated by this Agreement and such other
                  items as are required by the SEC rules and regulations.

         (e)      Each of the WICK officers and directors will deliver a written
                  statement  to WICK  resigning  from all officer  and  director
                  positions held by them at WICK.

9.       Termination.
         -----------

         This Agreement may be terminated  (1) by mutual consent in writing;  or
(2)  by  either  the   Shareholders  or  WICK  if  there  has  been  a  material
misrepresentation  or material  breach of any  warranty or covenant by any other
party that is not cured by August  30,  2002 or such later date as agreed by the
parties.


10.      Expenses.
         --------

         Whether or not the Closing is consummated, each of the parties will pay
all of his,  her,  or its own  legal  and  accounting  fees and  other  expenses
incurred in the  preparation of this Agreement and the  performance of the terms
and provisions of this Agreement.

11.      Survival of Representations and Warranties.
         ------------------------------------------

         The representations and warranties of the Shareholders and Wick set out
in this Agreement will survive Closing for a period twelve months.

12.      Waiver.
         ------

         Any  failure on the part of the  parties  hereto to comply  with any of
their obligations,  agreements, or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.


13.      Brokers.
         -------

         Each party agrees to  indemnify  and hold  harmless  the other  parties



                                       10



<PAGE>



against any fee,  loss,  or expense  arising out of claims by brokers or finders
employed or alleged to have been employed by the indemnifying party.

14.      Notices.
         -------

         All notices and other  communications  under this  Agreement must be in
writing and will be deemed to have been given if  delivered in person or sent by
prepaid  first-class  certified mail,  return receipt  requested,  or recognized
commercial courier service, as follows:


If to WICK, to:

709-B West Rusk #580
Rockwall, Texas 75087

If to the Shareholders, Werke or STPF, to:

8324 Delgany Avenue
Playa del Rey, California 90293


15.      General Provisions.
         ------------------

         (a)      This  Agreement  will be governed by and under the laws of the
                  State of Delaware,  USA without  giving effect to conflicts of
                  law  principles.  If any provision  hereof is found invalid or
                  unenforceable,  that part will be amended to achieve as nearly
                  as possible the same effect as the original  provision and the
                  remainder  of this  Agreement  will  remain in full  force and
                  effect.

         (b)      The original of this agreement (the  "Original") is drafted in
                  the English language. The Parties hereto acknowledge that they
                  may make copies of and  translations  of this  agreement  into
                  other languages, however, any disputes regarding the terms and
                  conditions of this  agreement  shall be resolved  according to
                  the  terms of the  Original.  The  parties  have  participated
                  jointly,  through  the  use of the  English  language,  in the
                  negotiation  and drafting of this  agreement.  In the event an
                  ambiguity or question of intent or interpretation arises, this
                  agreement  shall be  construed  as if  drafted  jointly by the
                  parties in the English  language and no  presumption or burden
                  of proof shall  arise  favoring  or  disfavoring  any party by
                  virtue of the authorship of any provisions of this Agreement.

         (c)      Any  dispute  arising  under  or in any  way  related  to this
                  Agreement  will be submitted to binding  arbitration  before a
                  single arbitrator by the American  Arbitration  Association in
                  accordance with the Association's commercial rules then in



                                       11



<PAGE>



                  effect.  The  arbitration  will be  conducted  in the State of
                  Maryland.  The  decision of the  arbitrator  will set forth in
                  reasonable  detail  the  basis  for the  decision  and will be
                  binding on the parties. The arbitration award may be confirmed
                  by any court of competent jurisdiction.

         (d)      In any adverse action, the parties will restrict themselves to
                  claims for compensatory damages and/or securities issued or to
                  be issued and no claims will be made by any party or affiliate
                  for lost profits, punitive or multiple damages.

         (e)      This  Agreement  constitutes  the entire  agreement  and final
                  understanding  of the  parties  with  respect  to the  subject
                  matter hereof and  supersedes  and terminates all prior and/or
                  contemporaneous  understandings and/or discussions between the
                  parties,  whether  written  or  verbal,  express  or  implied,
                  relating  in any  way  to  the  subject  matter  hereof.  This
                  agreement may not be altered,  amended,  modified or otherwise
                  changed  in any way except by a written  agreement,  signed by
                  both parties.

         (f)      This  Agreement  will inure to the  benefit of, and be binding
                  upon,  the parties  hereto and their  successors  and assigns;
                  provided,  however, that any assignment by either party of its
                  rights under this Agreement without the written consent of the
                  other party will be void.

         (g)      The parties  agree to take any further  actions and to execute
                  any further documents which may from time to time be necessary
                  or appropriate to carry out the purposes of this Agreement.

         (h)      The headings of the Sections,  paragraphs and subparagraphs of
                  this  Agreement  are solely for  convenience  of reference and
                  will not limit or  otherwise  affect the meaning of any of the
                  terms or provisions of this Agreement.  The references in this
                  Agreement  to  Sections,   unless  otherwise  indicated,   are
                  references to sections of this Agreement.

         (i)      This  Agreement may be executed in  counterparts,  each one of
                  which  will  constitute  an  original  and all of which  taken
                  together will  constitute one document.  This Agreement may be
                  executed by delivery of a signed  signature page by fax to the
                  other parties  hereto and such fax execution and delivery will
                  be valid in all respects.

                             SIGNATURE PAGE FOLLOWS







                                       12



<PAGE>



EXECUTED:

WICKLIFFE INTERNATIONAL CORPORATION


By:
    -------------------------




SHENYANG TIANWEI PHARMACEUTICAL FACTORY


By: /s/  Douglas C. MacLellan
         --------------------
         Douglas C. MacLellan

THE SHAREHOLDERS REPRESENTATIVE OF WERKE:


By: /s/  Douglas C. MacLellan
         --------------------
         Douglas C. MacLellan

















                                       13



<PAGE>


<TABLE>

<CAPTION>




                                    EXHIBIT A
                                    ----------

                                       TO
                            SHARE EXCHANGE AGREEMENT



--------------------------------------- ----------------------------- --------------------------
<S>                                     <C>                           <C>




                                                                      Number of WICK Shares to
                                         % of Ownership                    be issued to
         Shareholder                     of WERKE Shares              Shareholder or designees
         -----------                     ---------------              ------------------------
--------------------------------------- ----------------------------- --------------------------

                                      77.27
Ms. Wang Wei Shi                                                      8,500,000

--------------------------------------- ----------------------------- --------------------------
                                        4.31                          475,000
Douglas MacLellan

--------------------------------------- ----------------------------- --------------------------
                                        1.81                          200,000
The MacLellan Group, Inc.               7.04                          775,000
Byrle Lerner                            5.00                          550,000
That Ngo Ph.D.                          4.54                          500,000
TriPoint Capital Advisors, LLC
--------------------------------------- ----------------------------- --------------------------

</TABLE>













                                       14



<PAGE>



                                  SCHEDULE 3(C)
                                       TO
                            SHARE EXCHANGE AGREEMENT

                    SUBSCRIPTION RIGHTS, OPTIONS AND WARRANTS
                    -----------------------------------------


                                      NONE





























                                       15



<PAGE>



                                  SCHEDULE 3(F)
                                       TO
                            SHARE EXCHANGE AGREEMENT

                             ASSETS AND LIABILITIES
                             ----------------------


                                  $0.00 Assets
                $2500.00 Liabilities to be paid by Charles Smith

























                                       16



<PAGE>



                                  SCHEDULE 6(G)
                                       TO
                            SHARE EXCHANGE AGREEMENT

                   SHAREHOLDERS CANCELING BACK SHARES TO WICK
                   ------------------------------------------


Wilkerson Consulting Inc.                   567,500 Shares to be canceled**

**  Remaining  balance  will be  432,500  of which  250,000  to be  reissued  to
Woodbridge  Management,  LTD,  157,500  to Charles  Smith and 25,000  will be re
issued to Andrew Smith.


















                                       17



<PAGE>



EXHIBIT B
---------

                                       TO
                            SHARE EXCHANGE AGREEMENT


                AGREEMENT TO APPOINT SHAREHOLDERS REPRESENTATIVE

AGREEMENT  made this 15th day of June 2002,  by and between the owners of record
(the  "Shareholders")  of all of the  issued  and  outstanding  stock  of  Werke
Pharmaceuticals, Inc., a Delaware corporation ("WERKE") and Douglas C. MacLellan
(the "Shareholders Representative").

RECITALS

         A.   The Shareholders  currently own 2,500,000 shares of  WERKE  common
              stock (the "Werke Stock") and constitute  all the  shareholders of
              WERKE (the "Company");

         B.  The Shareholders wish to enter into a Share Exchange Agreement (the
             "Share   Exchange   Agreement")   with   Wickliffe    International
             Corporation  ("WICK"),  pursuant to which WICK will purchase all of
             the issued and  outstanding  shares of the  Company's  common stock
             from the  Shareholders  in exchange for  11,000,000  shares of WICK
             common shares.

          C. It  is  the  desire  of  the   Shareholders   to   provide   for  a
             representative  to  negotiate  and  enter  into the Share  Exchange
             Agreement on their behalf.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants contained herein, the parties agree as follows:

1.       Appointment of Shareholders Representative.
         ------------------------------------------

The  parties  to this  Agreement  hereby  agree to the  appointment  of  Douglas
MacLellan (the "Shareholders  Representative")  as representative of the parties
to this  Agreement,  for the purpose of negotiating  and entering into the Share
Exchange Agreement on their behalf.

2.       Escrow and Disbursement of Shares by Representative.
         ---------------------------------------------------

(a)      At the Closing of the Share Exchange  Agreement,  WICK will provide  or
cause to be provided the Common Stock to the Shareholders Representative.

(b)      The Shareholders  Representative  shall,  within a reasonable period of
time  following  the  Closing,  forward  the shares of the  Common  Stock to the




                                       18



<PAGE>



Shareholders  on a pro rata basis,  in the same  proportion as the percentage of
their  ownership  interest in the STWP Stock, as set forth on Schedule A annexed
hereto. Any fractional shares that will result due to such pro rata distribution
will be rounded up to the next highest whole number.

(c)      Schedule A may be amended by the parties to this  Agreement at or prior
to the Closing in order to give  effect to the  conversion  by Shenyang  Tianwei
Pharmaceutical  Factory  ("STPF")  of its  interest in  Shenyang  Tainwei  Werke
Pharmaceutical  Co.,  Ltd.  ("STWP")  into equity in WERKE and to reflect  other
changes in the capital structure of WERKE which may be caused by investment into
WERKE by third parties prior to the Closing.  Any additional  shareholders which
are added to  Schedule  A, at or prior to Closing  will agree to be bound by the
terms of this Agreement,  however,  their failure to do so prior to Closing will
not effect the  validity  or  enforceability  of this  Agreement  as between the
present parties.

3.       Representations and Warranties of Shareholders.
         ----------------------------------------------

(a)     The Shareholders agree and  understand  that  they  are  appointing  the
Shareholders  Representative  to negotiate the  Shareholders  Agreement on their
behalf and that, as a result,  the Shareholders  Representative may bind them to
the terms of such agreement in accordance with his reasonable judgement.

(b)   The Shareholders agree and understand that the Shareholders Representative
may  agree to  representations,  warranties  and  covenants  on their  behalf in
connection with the Share Exchange for which they may be subject to liability or
damages in the future  should they breach such  representations,  warranties  or
covenants.

(c)     The Shareholders agree  and understand  that they  will have no right to
review the final Share Exchange Agreement prior to its execution on their behalf
by the Shareholders Representative and hereby waive all right to such review.

4.       Indemnification.
         ---------------

The   Shareholders  and  the  Company  shall,  to  the  fullest  extent  legally
permissible,  indemnify  the  Shareholders  Representative  against  any and all
liabilities and expenses  incurred in connection with the defense or disposition
of any  action,  suit,  or  other  proceeding  by  reason  of  the  Shareholders
Representative having served in his capacity with respect to this Agreement, the
Share  Exchange  Agreement and any  ancillary  agreements  thereto;  except with
respect to any  matter as to which the  Shareholders  Representative  shall have
been  adjudicated  in any  proceeding  not to have  acted  in good  faith in the
reasonable  belief  that his  action  was in the best  interest  of the  parties
hereto.

5.       General Provisions.
         ------------------

(a)     This  agreement shall be governed by and under  the laws of the State of




                                       19



<PAGE>



Delaware,  USA without  giving  effect to  conflicts of law  principles.  If any
provision hereof is found invalid or  unenforceable,  that part shall be amended
to achieve as nearly as possible the same effect as the original  provision  and
the remainder of this agreement shall remain in full force and effect.

(b) Any dispute  arising under or in any way related to this agreement  shall be
submitted to binding  arbitration  by the American  Arbitration  Association  in
accordance  with  the  Association's   commercial  rules  then  in  effect.  The
arbitration  shall be conducted in the State of Maryland.  The arbitration shall
be binding on the  parties and the  arbitration  award may be  confirmed  by any
court of competent jurisdiction.

(c) This agreement  constitutes the entire agreement and final  understanding of
the  parties  with  respect to the  subject  matter  hereof and  supersedes  and
terminates all prior and/or  contemporaneous  understandings  and/or discussions
between the parties, whether written or verbal, express or implied,  relating in
any way to the  subject  matter  hereof.  This  agreement  may  not be  altered,
amended, modified or otherwise changed in any way except by a written agreement,
signed by the parties.

(d) This  agreement  is entered into by the parties  hereto for their  exclusive
benefit.  The  Agreement is expressly  not intended for the benefit of any other
party,  including  but  not  limited  to,  any  creditor  of  the  Company,  the
Shareholders, WICK or any other person, and no third party shall have any rights
under this Agreement or otherwise.

(e) Any notice or other communication  pursuant hereto shall be given to a party
at its address set forth in Schedule A annexed hereto, by (i) personal delivery,
(ii) commercial overnight courier with written verification of receipt, or (iii)
registered  or  certified  mail.  If so mailed or  delivered,  a notice shall be
deemed  given on the  earlier  of the date of actual  receipt  or three (3) days
after the date of authorized delivery.

(f) This  agreement  may be  executed in  counterparts,  each one of which shall
constitute  an original and all of which taken  together  shall  constitute  one
document.

         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed as of the date first written above.

Shenyang Tianwei Pharmaceutical Factory


By:  /s/ Madam Wang Wei Shi
     ----------------------
         Madam Wang Wei Shi,
         Chairman


By:  /s/ Douglas C. MacLellan
     ------------------------
         Douglas C. MacLellan
         Vice Chairman





                                       20




<PAGE>


         Shareholders Representative


     /s/ Douglas C. MacLellan
     --------------------------------------
         Douglas C. MacLellan


THE SHAREHOLDERS:


     /s/ Douglas C. MacLellan
     --------------------------------------
     Name:  Douglas MacLellan


     /s/ Douglas C. MacLellan
     --------------------------------------
     Name:  The MacLellan Group, Inc.


     /s/ Byrle Lerner
     --------------------------------------
     Name:  Byrle Lerner


     /s/ That Ngo
     --------------------------------------
     Name:  That Ngo Ph.D.


     /s/ Mark Elenowitz
     --------------------------------------
     Name:  TriPoint Capital Advisors, Inc.