Exhibit 2.1

                      AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is entered into
this 22nd day of August,  2003, to be deemed effective the 2nd day of September,
2003 (the  "Effective  Date"),  by and among  Strategika,  Inc.,  a  corporation
organized  under  the laws of the  State  of  Delaware  ("Strategika");  Tianshi
International  Holdings Group Limited, a corporation organized under the laws of
the British  Virgin Islands  ("TIANSHI");  Jin Yuan Li, Jiao Wen Jun, and Yan Yu
Peng,  each a Chinese  national  who are the sole  stockholders  of TIANSHI (the
"TIANSHI Stockholders").

                                   WITNESSETH:

                                    RECITALS

         WHEREAS,  the respective  Boards of Directors of Strategika and TIANSHI
have adopted  resolutions  pursuant to which  Strategika  shall  acquire and the
TIANSHI  Stockholders  shall  exchange for shares of the common capital stock of
Strategika  100% of the  outstanding  common  stock  of  TIANSHI  ( the  TIANSHI
Shares"); and

         WHEREAS,  the sole consideration for the exchange of the TIANSHI Shares
shall be the receipt by the TIANSHI Stockholders of shares of the common capital
stock of Strategika,  $.001 par value per share, as more  particularly set forth
in Exhibit "A" hereto.  The shares of Strategika's  common stock shall be deemed
"restricted securities" as defined in Rule 144 of the Securities Act of 1933, as
amended ( the "Act"); and

         WHEREAS, on August 18, 2003, Strategika completed a 6.5-for-one forward
spilt (the "Forward  Split") of its common  capital stock and as such, all share
numbers  contained herein that relate to the common capital stock of Strategika,
have been adjusted for the Forward Split; and

         WHEREAS,  the  TIANSHI  Stockholder  shall  acquire  in  exchange  such
"restricted  securities" of Strategika in a reorganization within the meaning of
Section  368(a)(1)(B) of the Internal  Revenue Code of 1986, as amended,  and/or
any other  "tax  free"  exemptions  thereunder  that may be  available  for this
exchange,  if and only to the extent that the  Internal  Revenue Code applies to
this Agreement and the transactions contemplated thereby;

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein, it is agreed:

                                    Section 1
                                Exchange of Stock

         1.1 Transfer and Number of Shares.  The TIANSHI  Stockholders  agree to
transfer to Strategika at the closing (the  "Closing")  the TIANSHI  Shares,  in
exchange for 68,495,000  newly issued and  restricted  shares of common stock of
Strategika,  as  outlined  in  Exhibit  A.  After  the  Closing,  there  will be
71,998,302  outstanding  shares of common stock of the  reorganized  Strategika,
which takes into account the  cancellation of 29,000,000  shares of Strategika's
common stock held in the name of Rene Larrave as outlined in Section 1.5 hereof.



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         1.2 Exchange of Certificates by TIANSHI  Stockholders.  The transfer of
the  TIANSHI  Shares  shall be effected by the  delivery  to  Strategika  at the
Closing of stock  certificates  duly endorsed in blank or  accompanied  by stock
powers  executed in blank with all  signatures  witnessed or  guaranteed  to the
satisfaction  of  Strategika  and with all  necessary  transfer  taxes and other
revenue stamps affixed and acquired at the TIANSHI Stockholders' expense.

         1.3  Further  Assurances.   At  the  Closing  and  from  time  to  time
thereafter,  the TIANSHI Stockholders shall execute such additional  instruments
and take such other  action as  Strategika  may request in order to exchange and
transfer clear title and ownership in the TIANSHI Shares to Strategika.

         1.4  Cancellation  of  Shares  in the Name of Rene  Larrave.  Effective
simultaneously  with the  Closing,  Rene  Larrave  returned  to  Strategika  and
Strategika duly cancelled 29,000,000 shares of Strategika's common stock held by
Mr. Larrave. These shares were canceled on the books and records of Strategika's
transfer agent,  Securities Transfer  Corporation at 2591 Dallas Parkway,  Suite
102, Frisco, Texas 75034, and have been returned to the status of authorized and
unissued securities of Strategika.

         1.5  Resignations  of Present  Directors  and  Executive  Officers  and
Designation of New Directors and Executive Officers.  On the Effective Date, the
present  directors and  executive  officers of  Strategika  shall  designate the
directors and executive officers nominated by the TIANSHI  Stockholders to serve
in their  place and  stead,  until the next  respective  annual  meeting  of the
stockholders and the Board of Directors of the reorganized Strategika, and until
their  respective  successors  shall be elected  and  qualified  or until  their
respective prior resignations or terminations.  The following shall be appointed
directors  and  officers  of  Strategika  upon the  closing of the  transactions
contemplated  herein:  Jin  Yuan  Li,  Director/President  and  Chief  Executive
Officer; Wen Jun Jiao,  Director/Secretary/Chief financial Officer; Yan Yu Peng,
Director,  Gangji  Qian,  Director,  and  Jiatai  Deng,  Director.  The  current
directors and executive  officers  shall resign,  in seriatim,  on the Effective
Date.

         1.6 Assets and Liabilities of Strategika at Closing.  Strategika  shall
have no  assets  and no  liabilities  at  Closing,  and all  costs  incurred  by
Strategika incident to the Agreement shall have been paid or satisfied.

         1.7  Employee  Stock Option Plan.  Strategika  agrees to recognize  and
adopt the employee stock option plans of TIANSHI such that the shares of TIANSHI
reserved  for issuance  thereunder,  shall be replaced by  13,500,000  shares of
Strategika common stock.

         1.8 Present  Outstanding  Securities  of  Strategika . TIANSHI will not
contest the validity of any of the  presently  outstanding  shares of Strategika
common stock.

         1.9 Condition Precedent to the Closing. On or before the Effective Date
the following  conditions  will have been satisfied by TIANSHI:  (a) the TIANSHI

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         Stockholders   and  TIANSHI   shall  have  provided   Strategika   with
satisfactory evidence that TIANSHI has acquired eighty (80%) of the ownership of
Tianjin  Tianshi Bio  Development  Company , a Chinese  registered  Sino-Foreign
Joint Venture Company ("Tianshi  China"),  and that the 80% ownership of Tianshi
China has been owned by  TIANSHI,  (b) an opinion  of  counsel  confirming  that
TIANSHI has an 80%  controlling  interest in Tianshi China shall be delivered to
Strategika,  and (c) the TIANSHI Financial Statements (as hereinafter  defined),
with  the  signed  auditor's  report,  as  applicable,  shall  be  delivered  to
Strategika .

         1.10  Closing.  This  Agreement  will be deemed to be  completed on the
execution and delivery of the Agreement by all the parties  herein (the "Closing
Date"),  and  the  transactions  contemplated  herein  deemed  effective  on the
Effective  Date,  subject to the  satisfaction  by TIANSHI of the conditions set
forth in Section 1.9 above.

                                    Section 2

                                     Closing

         The Closing  contemplated  by Section 1 shall be held at the offices of
George Diamond,  Esq., Suite 6000, 901 Main Street,  Dallas, Texas 75202, unless
another place or time is agreed upon in writing by the parties.  The Closing may
also be accomplished by wire, express mail or other courier service,  conference
telephone  communications  or as otherwise  agreed by the respective  parties or
their duly authorized representatives.

                                    Section 3
                  Representations and Warranties of Strategika

         Strategika  represents and warrants to, and covenants with, the TIANSHI
Stockholders and TIANSHI as follows:

         3.1 Corporate Status:  Compliance with Securities Laws. Strategika is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is licensed or  qualified as a foreign  corporation
in all  jurisdictions  in which the nature of its  business or the  character or
ownership of its  properties  makes such licensing or  qualification  necessary.
Strategika is a publicly-held company; and Strategika is not in violation of any
applicable federal or state securities laws, rules or regulations.  Strategika's
common stock is quoted on the OTC Bulletin Board of the National  Association of
Securities  Dealers,  Inc. (the "NASD") under the symbol "SGKA," though there is
at present no "established  trading  market" for its  securities.  The shares of
Strategika common stock issuable to the TIANSHI  Stockholders  hereunder will be
eligible for resale in reliance upon Rule 144 of the Act,  without  registration
under the Act, after  satisfaction  by the TIANSHI  Stockholders of the one year
holding period established by Rule 144 and other requirements imposed by each of
Rule 144, the Act, generally, and the Securities Exchange Act of 1934.

         3.2 Capitalization.  The current authorized capital stock of Strategika
consists of 250,000,000  shares of $.001 par value common voting stock, of which
approximately  32,503,302 shares are issued and outstanding,  all fully paid and


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non-assessable.  Except as otherwise  provided herein,  there are no outstanding
options,  warrants  or calls  pursuant  to which  any  person  has the  right to
purchase any authorized and un-issued common or other securities of Strategika.

         3.3  Financial  Statements.  The  financial  statements  of  Strategika
furnished  to the  TIANSHI  Stockholders  and  TIANSHI,  consisting  of  audited
financial  statements  for the years  ended  December  31,  2001 and  2002,  and
unaudited  financial  statements  for the period ended June 30, 2003, as on file
with the SEC and  incorporated  herein by  reference,  are  correct  and  fairly
present the financial  condition of Strategika at such dates and for the periods
involved;  such statements  were prepared in accordance with generally  accepted
accounting principles  consistently applied, and no material change has occurred
in the matters disclosed therein.  Such financial  statements do not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
in order to make the statements made, in light of the circumstances  under which
they were made, not misleading.

         3.4  Undisclosed  Liabilities.  Strategika  has no  liabilities  of any
nature except to the extent reflected or reserved against in its balance sheets,
whether  accrued,  absolute,   contingent  or  otherwise,   including,   without
limitation, tax liabilities and interest due or to become due.

         3.5 Interim Changes.  Since the dates of its balance sheets, there have
been no (i) changes in financial condition,  assets,  liabilities or business of
Strategika which, in the aggregate,  have been materially adverse; (ii) damages,
destruction or losses of or to property of Strategika,  payments of any dividend
or other  distribution  in respect of any class of stock of  Strategika,  or any
direct or indirect redemption, purchase or other acquisition of any class of any
such stock; or (iii) increases paid or agreed to in the compensation, retirement
benefits or other commitments to its employees.

         3.6 Title to Property.  Strategika has good and marketable title to all
properties and assets,  real and personal,  reflected in its balance sheets, and
the properties and assets of Strategika are subject to no mortgage, pledge, lien
or encumbrance, with respect to which no default exists.

         3.7 Litigation. There is no litigation or proceeding pending, or to the
knowledge of  Strategika,  threatened,  against or relating to  Strategika,  its
properties  or  business.  Further,  no  officer,  director or person who may be
deemed  to be an  "affiliate"  of  Strategika  is  party to any  material  legal
proceeding  which  could  have an adverse  effect on  Strategika  (financial  or
otherwise),  and none is party to any action or  proceeding  wherein  any has an
interest adverse to Strategika.

         3.8  Books  and  Records.   Strategika  will  deliver  to  the  TIANSHI
Stockholders and TIANSHI or their respective representatives all of Strategika's
books, records, contracts and other corporate .

         3.9 Tax Returns.  Strategika  has filed all United  States  federal and
state income or franchise  tax returns  required to have been filed by it or its
predecessors.

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         3.10  Confidentiality.  Strategika's current directors and officers and
their  representatives  will keep confidential any information which they obtain
from the TIANSHI Stockholders or from TIANSHI concerning the properties,  assets
and business of TIANSHI.

         3.11  Corporate  Authority.  Strategika  has full  corporate  power and
authority  to  enter  into  this  Agreement  and to  carry  out its  obligations
hereunder  and will  deliver to the  TIANSHI  Stockholder  and  TIANSHI or their
respective representatives at the Closing a certified copy of resolutions of its
Board of  Directors  authorizing  execution of this  Agreement  by  Strategika's
officers  and  performance  thereunder,  and that  the  directors  adopting  and
delivering  such  resolutions  are the duly elected and  incumbent  directors of
Strategika.

         3.12 Due Authorization.  Execution of this Agreement and performance by
Strategika hereunder have been duly authorized by all requisite corporate action
on the part of Strategika,  and this  Agreement  constitutes a valid and binding
obligation  of  Strategika  and  performance  hereunder  will  not  violate  any
provision  of the  Certificate  of  Incorporation  or other  documents,  Bylaws,
agreements,  mortgages  or  other  commitments  of  Strategika,  except  as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  and  other  laws  of  general  application  now  or
hereafter in effect relating to or affecting the enforcement of creditors' right
generally and the  application  of general  equitable  principles in any action,
legal or equitable.

         3.13  Environmental  Matters.   Strategika  has  no  knowledge  of  any
assertion  by any  governmental  agency  or other  regulatory  authority  of any
environmental  lien,  action or  proceeding,  or of any cause for any such lien,
action or  proceeding  related to the  business  operations  of  Strategika.  In
addition,  to the best  knowledge  of  Strategika,  there are no  substances  or
conditions  which may support a claim or cause of action  against  Strategika or
any of Strategika' current or former officers,  directors,  agents or employees,
whether by a governmental agency or body, private party or individual, under any
Hazardous  Materials  Regulations.   "Hazardous  Materials"  means  any  oil  or
petrochemical   products,   PCB's,   asbestos,   urea  formaldehyde,   flammable
explosives,  radioactive materials,  solid or hazardous wastes, chemicals, toxic
substances or related materials,  including,  without limitation, any substances
defined as or included in the definition of "hazardous  substances,"  "hazardous
wastes,"  "hazardous  materials"  or "toxic  substances"  under  any  applicable
federal or state laws or regulations.  "Hazardous  Materials  Regulations" means
any regulations  governing the use, generation,  handling,  storage,  treatment,
disposal or release of hazardous materials,  including,  without limitation, the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  the
Resource  Conservation and Recovery Act and the Federal Water Pollution  Control
Act.

         3.14 Access to Information Regarding TIANSHI.  Strategika  acknowledges
that  it  has  been  delivered  copies  of  what  has  been  represented  to  be
documentation  containing all material information respecting TIANSHI (including
its 80% owned subsidiary, Tianshi China), and TIANSHI's present and contemplated
business operations, potential acquisitions,  management and other factors; that
it has had a reasonable opportunity to review such documentation and discuss it,
to the extent desired, with its legal counsel, directors and executive officers;
that it has had, to the extent desired,  the opportunity to ask questions of and
receive responses from the directors and executive officers of TIANSHI, and with

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the legal and accounting firms of TIANSHI,  with respect to such  documentation;
and that to the extent  requested,  all  questions  raised have been answered to
Strategika's complete satisfaction.

                                    Section 4

              Representations, Warranties and Covenants of TIANSHI
                          and the TIANSHI Stockholders

         TIANSHI  and the  TIANSHI  Stockholders  represent  and warrant to, and
covenant with, Strategika as follows:

         4.1  Ownership  of TIANSHI.  The TIANSHI  Stockholders  own the TIANSHI
Shares  free  and  clear  of any  liens or  encumbrances  of any type or  nature
whatsoever,  and have full  right,  power and  authority  to convey the  TIANSHI
Shares that are owned by them without qualification.

         4.2 Ownership of Tianshi China.  TIANSHI owns 80% of the Tianshi China,
free and clear of any liens or  encumbrances  of any type or nature  whatsoever,
and has full right,  power and authority to convey its Tainshi  China  ownership
that it owns without qualification.

         4.3  Corporate  Status  of  TIANSHI.  TIANSHI  is  a  corporation  duly
organized,  validly  existing  and in good  standing  under the laws of  British
Virgin  Islands,  and is licensed or qualified as a foreign  corporation  in all
jurisdictions  or  foreign  countries  and  provinces  in which  the  nature  of
TIANSHI's  business or the  character or ownership of TIANSHI  properties  makes
such  licensing  or  qualification  necessary.  It has  one  subsidiary  that is
80%-owned, Tianshi China.

         4.4 Corporate Status of Tianshi China.  Tianshi China is a Sino-Foreign
Joint  Venture  Company duly  organized,  validly  existing and in good standing
under the laws of the People's  Republic of China,  and is licensed or qualified
as a foreign corporation in all states of the United States or foreign countries
and  provinces in which the nature of its business or the character or ownership
of its properties makes such licensing or qualification necessary.

         4.5 Capitalization of TIANSHI.  The authorized capital stock of TIANSHI
consists of  5,000,000  shares of common  stock,  $0.01 par value per share,  of
which  684,950  shares are issued and  outstanding,  and which is fully paid and
non-assessable. Except for an option for 135,000 shares that was reserved to its
employees, there are no outstanding options, warrants or calls pursuant to which
any person has the right to purchase any authorized and unissued common or other
securities of TIANSHI.

         4.6  Capitalization  of Tianshi China.  The paid-in  capital of Tianshi
China  is  $10,000,000,  all  fully  paid  and  non-assessable.   There  are  no
outstanding  options,  warrants  or calls  pursuant  to which any person has the
right to  purchase  any  authorized  and  unissued  common or other  equities of
Tianshi China.

         4.7 Financial Statements.  When delivered to Strategika,  The financial
statements of TIANSHI (the "TIANSHI Financial Statements"), which consist solely



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of the financial statements of Tianshi China furnished to Strategika, consisting
of an audited  compiled  balance sheet and income statement for the period ended
December 31, 2001, 2002, and unaudited financial statements for the period ended
June 30,  2003,  shall be correct  and fairly  present  the  combined  financial
condition  of TIANSHI  and  Tianshi  China as of these dates and for the periods
involved;  such statements shall have been prepared in accordance with generally
accepted  accounting  principles  consistently  applied,  and no material change
shall have  occurred in the matters  disclosed  therein.  The TIANSHI  Financial
Statements  do not contain any untrue  statement  of a material  fact or omit to
state a material fact necessary in order to make the  statements  made, in light
of the circumstances under which they were made, not misleading.

         4.8  Undisclosed  Liabilities  of  TIANSHI.  TIANSHI  has  no  material
liabilities of any nature except to the extent  reflected or reserved against in
the Tianshi  China  balance  sheet,  whether  accrued,  absolute,  contingent or
otherwise, including, without limitation, tax liabilities and interest due or to
become due.

         4.9  Undisclosed  Liabilities  of Tianshi  China.  Tianshi China has no
material  liabilities  of any nature except to the extent  reflected or reserved
against  in  its  balance  sheet,  whether  accrued,  absolute,   contingent  or
otherwise, including, without limitation, tax liabilities and interest due or to
become due.

         4.10 Interim Changes of TIANSHI.  Since the dates of its balance sheet,
there have been no (i) changes in the financial condition,  assets,  liabilities
or business of TIANSHI,  which in the aggregate,  have been materially  adverse;
(ii) damages,  destruction or loss of or to the property of TIANSHI,  payment of
any dividend or other  distribution  in respect of the capital stock of TIANSHI,
or any direct or indirect redemption,  purchase or other acquisition of any such
stock;  or (iii)  increases  paid or agreed to in the  compensation,  retirement
benefits or other commitments to their employees.

         4.11 Interim  Changes of Tianshi China.  Since the dates of its balance
sheet,  there  have been no (i)  changes  in the  financial  condition,  assets,
liabilities  or business of Tianshi  China,  which in the  aggregate,  have been
materially adverse;  (ii) damages,  destruction or loss of or to the property of
Tianshi China,  payment of any dividend or other  distribution in respect of the
capital stock of Tianshi China, or any direct or indirect  redemption,  purchase
or other  acquisition of any such stock; or (iii) increases paid or agreed to in
the compensation, retirement benefits or other commitments to their employees.

         4.12 Title to  Property of  TIANSHI.  TIANSHI  has good and  marketable
title to all properties and assets, real and personal, proprietary or otherwise,
reflected in the Tianshi China balance sheet.

         4.13 Title to Property  of Tianshi  China.  Tianshi  China has good and
marketable title to all properties and assets, real and personal, proprietary or
otherwise, reflected in its balance sheet.

         4.14  Litigation  of  TIANSHI.  There is no  litigation  or  proceeding
pending,  or to the  knowledge  of TIANSHI,  threatened,  against or relating to
TIANSHI or its properties or business.  Further, no officer,  director or person


<PAGE>

who may be deemed to be an affiliate  of TIANSHI is party to any material  legal
proceeding  which  could  have  an  adverse  effect  on  TIANSHI  (financial  or
otherwise),  and none is party to any action or  proceeding  wherein  any has an
interest adverse to TIANSHI.

         4.15 Litigation of Tianshi China.  There is no litigation or proceeding
pending, or to the knowledge of Tianshi China,  threatened,  against or relating
to Tianshi China or its properties or business. Further, no officer, director or
person who may be deemed to be an  affiliate  of  Tianshi  China is party to any
material  legal  proceeding  which could have an adverse effect on Tianshi China
(financial or otherwise),  and none is party to any action or proceeding wherein
any has an interest adverse to Tianshi China.

         4.16 Books and Records of TIANSHI.  The TIANSHI Stockholders have given
to Strategika and its representatives full access to all of its offices,  books,
records,  contracts  and  other  corporate  documents  and  properties  so  that
Strategika  could inspect and audit them; and (ii)  furnished  such  information
concerning the properties and affairs of TIANSHI as Strategika has requested.

         4.17 Books and Records of Tianshi China. Tianshi China has (1) given to
Strategika  and its  representatives  full access to all of its offices,  books,
records,  contracts  and  other  corporate  documents  and  properties  so  that
Strategika  could  inspect and audit them;  and (2) furnished  such  information
concerning the properties and affairs of Tianshi China as Strategika requested.

         4.18 Tax Returns of TIANSHI.  TIANSHI has filed all income or franchise
tax returns required to be filed or has received currently effective  extensions
of the required filing dates.

         4.19 Tax Returns of Tianshi  China.  Tianshi China has filed all income
or other tax  returns  required to be filed in China or has  received  currently
effective extensions of the required filing dates.

         4.20  Investment  Intent.  The TIANSHI  Stockholders  are acquiring the
securities  to be  exchanged  and  delivered  to them under this  Agreement  for
investment  and not with a view to the sale or  distribution  thereof,  and they
have no commitment or present  intention to sell or  distribute  the  Strategika
securities to be received hereunder .

         4.21   Corporate   Authority  of  TIANSHI.   TIANSHI  and  the  TIANSHI
Stockholders  have  full  corporate  power  and  authority  to enter  into  this
Agreement  and to carry out their  obligations  hereunder  and will  deliver  to
Strategika or its  representative at the Closing certified copies of resolutions
of TIANSHI'S Board of Directors  authorizing  execution of this Agreement by its
officers and performance thereunder.

         4.22 Due Authorization.  Execution of this Agreement and performance by
TIANSHI and the TIANSHI Stockholders  hereunder have been duly authorized by all
requisite corporate action on the part of TIANSHI and the TIANSHI  Stockholders,
and this Agreement constitutes a valid and binding obligation of TIANSHI and the
TIANSHI Stockholders and performance hereunder will not violate any provision of
the Articles of  Association  or other Charter  documents,  Bylaws,  agreements,


<PAGE>

mortgages or other commitments of TIANSHI or the TIANSHI Stockholders, except as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  and  other  laws  of  general  application  now  or
hereafter in effect relating to or affecting the enforcement of creditors' right
generally and the  application  of general  equitable  principles in any action,
legal or equitable.

         4.23 Environmental Matters. TIANSHI and Tainshi China have no knowledge
of any assertion by any governmental agency or other regulatory authority of any
environmental  lien,  action or  proceeding,  or of any cause for any such lien,
action or  proceeding  related  to the  business  operations  of  TIANSHI or its
predecessors.  In addition,  to the best knowledge of TIANSHI and Tianshi China,
there are no  substances  or  conditions  which may  support a claim or cause of
action  against  TIANSHI  and  Tianshi  China or any of its  current  or  former
officers,   directors,   agents,   employees  or  predecessors,   whether  by  a
governmental  agency or body,  private  party or  individual,  under the current
Chinese laws.

         4.24  Access  to  Information  Regarding  Strategika.  TIANSHI  and the
TIANSHI  Stockholders  acknowledge  that they have been delivered copies of what
has been  represented to be  documentation  containing all material  information
respecting  Strategika  and its present and  contemplated  business  operations,
potential acquisitions, management and other factors, by delivery to them and/or
by access  to such  information  in the EDGAR  Archives  of the  Securities  and
Exchange Commission at www.sec.gov;  that they have had a reasonable opportunity
to review  such  documentation  and to discuss it, to the extent  desired,  with
their legal counsel,  directors and executive  officers;  that they have had, to
the extent desired,  the  opportunity to ask questions of and receive  responses
from the sole director and executive  officer of Strategika,  and with the legal
and accounting firms of Strategika, with respect to such documentation; and that
to the extent  requested,  all  questions  raised  have been  answered  to their
complete satisfaction.

                                    Section 5

   Conditions Precedent to Obligations of TIANSHI and the TIANSHI Stockholders

         All  obligations  of TIANSHI  and the TIANSHI  Stockholders  under this
Agreement are subject,  at their option,  to the  fulfillment,  before or at the
Closing, of each of the following conditions:

         5.1 Representations and Warranties True at Closing. The representations
and warranties of Strategika contained in this Agreement shall be deemed to have
been made again at and as of the Closing and shall then be true in all  material
respects and shall survive the Closing.

         5.2 Due Performance.  Strategika shall have performed and complied with
all of the terms and  conditions  required by this  Agreement to be performed or
complied with by it before the Closing.

         5.3 Officers'  Certificate.  TIANSHI shall have been  furnished  with a
certificate  signed by the President of Strategika,  in such capacity,  attached
hereto  as  Exhibit C and  incorporated  herein  by  reference,  dated as of the
Closing,  certifying (i) that all  representations  and warranties of Strategika
contained  herein  are true and  correct;  and (ii)  that  since the date of the
financial  statements  (Exhibits B and B-1  hereto),  there has been no material
adverse change in the financial condition, business or properties of Strategika,
taken as a whole.

<PAGE>

         5.4 Assets and  Liabilities of  Strategika.  Unless  otherwise  agreed,
Strategika  shall have no assets and no liabilities  at Closing,  and all costs,
expenses and fees incident to the Agreement shall have been paid.

         5.5  Resignations  of Present  Directors  and  Executive  Officers  and
Designation of New Directors and Executive Officers. At or simultaneous with the
Closing,  corporate  resolutions  of  Strategika  shall have  adopted all action
necessary to accomplish the resignation of Strategika's  directors and executive
officers and the  designation of the nominees of the TIANSHI  Stockholder to the
Board of Directors and to serve as officers as outlined in Section 1.5 hereof.

         Section 6

                Conditions Precedent to Obligations of Strategika

         All  obligations  of Strategika  under this  Agreement are subject,  at
Strategika's  option,  to the  fulfillment,  before or at the  Closing or on the
Effective  Date,  as  applicable,  of each of the  following  conditions.  It is
expressly understood by TIANSHI and the TIANSHI Stockholders that Strategika has
the right to terminate  this  Agreement in the event the conditions set forth in
Section 1.9 hereof are not satisfied on or before the Effective  Date,  and said
parties  further  agree to execute any and all  documents  and  cooperate in all
manners necessary to ensure a proper unwinding of the transactions  contemplated
herein.

         6.1 Representations and Warranties True at Closing. The representations
and warranties of TIANSHI, the TIANSHI Stockholders and Tianshi China contained
in this Agreement shall be deemed to have been made again at and as of the
Closing and shall then be true in all material respects and shall survive the
Closing.

         6.2 Due Performance.  TIANSHI and the TIANSHI  Stockholders  shall have
performed  and complied  with all of the terms and  conditions  required by this
Agreement  to be  performed  or complied  with by them before the Closing or the
Effective Date, as applicable.

         6.3 Officers' Certificate.  Strategika shall have been furnished with a
certificate  signed by the  President  of TIANSHI,  in such  capacity,  attached
hereto  as  Exhibit D and  incorporated  herein  by  reference,  dated as of the
Closing,  certifying (i) that all  representations and warranties of TIANSHI and
the TIANSHI  Stockholders  contained herein are true and correct;  and (ii) that
since the date of the TIANSHI Financial  Statements,  there has been no material
adverse  change in the financial  condition,  business or properties of TIANSHI,
taken as a whole.


<PAGE>

                                    Section 7

                               General Provisions

         7.1 Further  Assurances.  At any time, and from time to time, after the
Closing,  each party will  execute  such  additional  instruments  and take such
action as may be  reasonably  requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

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

         7.3 Brokers.  Each party represents to the other parties hereunder that
in the event brokers or finders in connection  with this  Agreement,  each party
agrees to indemnify and hold harmless the other parties against any fee, loss or
expense arising out of claims by brokers or finders  employed or alleged to have
been employed by he/she/it.

         7.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class  registered or certified mail, return receipt requested,  as
follows:

        If to Strategika's Management Prior to Closing:

        Mr. Rene Larrave
        4316 Fairfax Ave.
        Dallas, Texas 75205

        If to TIANSHI:

        P.O. Box 957
        Offshore Incorporations Center
        Road Town, Tortola, British Virgin Islands

        With a copy to:

        Charles Law, Esq.
        King and Wood, LLP
        39465 Paseo Padre Parkway, Suite 2000
        Freemont, California 94538

        If to the TIANSHI Stockholders: C/O TIANSHI

         7.5 Entire Agreement.  This Agreement  constitutes the entire agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation  or communication,  whether oral or written,  between the parties
hereto relating to the  transactions  contemplated  herein or the subject matter
hereof.


<PAGE>

         7.6 Headings. The section and subsection headings in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement

         7.7 Governing  Law. This  Agreement  shall be governed by and construed
and enforced in accordance  with the laws of the State of Delaware.  Any actions
permitted hereunder shall be brought in the State of Delaware.

         7.8  Assignment.  This Agreement  shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.

         7.9 Counterparts.  This Agreement may be executed simultaneously in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

         7.10 Default.  In the event of any default  hereunder,  the  prevailing
party in any action to enforce the terms and provisions hereof shall be entitled
to recover reasonable attorney's fees and related costs.

         IN WITNESS  WHEREOF,  the parties have executed this Agreement and Plan
of Reorganization effective the latest date hereof.

                                            STRATEGIKA




                                            By:_________________________________

                                            Tianshi International Holdings Group
                                            Limited


                                            By:_________________________________


                                            ____________________________________
                                            Jin Yuan Li

                                            ____________________________________
                                            Jiao Wen Jun

                                            ____________________________________
                                            Yan Yu Peng