**Exhibit
      10.16**





SALE
      AND
      PURCHASE AGREEMENT








This
      SALE
      AND PURCHASE AGREEMENT (this "Agreement") made as of December 20, 2007 by and
      among Tianshi International Investment Group Co., Ltd., a company formed under
      the laws of The British Virgin Islands ("Seller"), Tianshi International
      Holdings Group Limited, a company formed under the laws of The British Virgin
      Islands (“Buyer”), Tianjin Tianshi Biological Development Co., Ltd., a
      Sino-Foreign joint venture formed under the laws of the People’s Republic of
      China., (“Biological”) and Tianjin Tianshi Biological Engineering Co., Ltd., a
      Chinese-funded enterprise formed under the laws of the People’s Republic of
      China (“Engineering”).






WITNESSETH:





WHEREAS,
      the Seller is the owner of all of the registered share capital of Tianjin Tiens
      Life Resources Co., Ltd., a wholly foreign-owned enterprise formed under the
      laws of P. R. C., (the "Company"); and





WHEREAS,
      the Seller desire to sell to the Buyer all of the outstanding registered share
      capital of the Company (the "Sale") and the Buyer desires to purchase from
      Seller at the Closing all of the then outstanding registered share capital
      of
      the Company, in each case upon the terms and subject to the conditions set
      forth
      in this Agreement; and




WHEREAS,
      Engineering is an Affiliate of Seller and Biological is a subsidiary of Buyer
      and the parties wish to cancel certain liabilities that Engineering has to
      Biological in partial payment of the Purchase Price (as defined in Article
      1.3
      hererof); and





WHEREAS,
      the respective Boards of Directors of the Seller, the Buyer, Engineering and
      Biological have each approved the terms of this Agreement and the transactions
      contemplated hereby.





NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the parties, intending legally to be bound, agree as
      follows:





Article
      1. Purchase and Sale.





1.1
      General. At the Closing (as defined in Article 1.4 hereof), and subject to
      the
      terms and conditions of this Agreement, Seller agrees to, sell, assign, convey
      and deliver to the Buyer, and the Buyer agrees to purchase, acquire and accept
      from the Buyer, all of the registered share capital of the Company (the
      "Shares").





1.2
      Delivery of the Shares. At the Closing, and subject to the terms and conditions
      of this Agreement Seller and Buyer shall each execute and deliver the Registered
      Share Capital Transfer Agreement as set forth in Annex 1 and the Amendment
      of
      the Articles of Association of Tianjin Tiens Life Resources Co., Ltd. as set
      forth in Annex 2 and such other instruments as shall reasonably may be required
      to transfer to the Buyer all right, title and interest in and to the Shares,
      free and clear of any security interests, pledges, liens, charges, encumbrances,
      adverse claims, restrictions or defects in title.





1.3
      Purchase Price; Payment. (a) The consideration for the sale of the Shares shall
      be the aggregate of Renminbi Four Hundred Seventy-Four Million Six Hundred
      Seventy-Four Thousand Four Hundred Fifteen (RMB 474,674,415), (the "Purchase
      Price"). The Purchase Price shall be paid by the Buyer as set forth in Section
      1.3 (b) below.





(b)
      At
      the Closing, and subject to the terms and conditions of this Agreement, the
      Buyer shall pay the Purchase Price as follows:





(i)
            Renminbi
                Two Hundred Eleven Million Two Hundred Fifty Thousand Four Hundred
                Eleven
                (RMB 211,250,411) by cancellation of the
                Loan,




1




(ii)
            Renminbi
                One Hundred Twenty Two Million Three Hundred Thirty Four Thousand
                Fifty
                Four (RMB 122,334,054) by cancellation of “other receivables” in the same
                amount owed to Biological by Engineering,
                and





(iii)
            Renminbi
                One Hundred Forty Million Eighty Nine Thousand Nine Hundred Fifty
(RMB
                141,089,950) by wire transfer in immediately available funds to an
                account
                to be designated by Seller.





Confirmation
      of the cancellation of the liabilities in (i) and (ii) above shall be given
      in
      writing at the Closing by Biological.





1.4
      Closing and Closing Date. Unless this Agreement shall have been terminated
      and
      the transactions herein contemplated shall have been terminated pursuant to
      Section 10.1 hereof, the closing (the "Closing") of the transactions herein
      contemplated shall take place on the following the day of satisfaction or waiver
      of the conditions set forth in Articles 5 and 6 hereof, other than those that
      are satisfied on the Closing Date, or at such other time and date as the Seller
      and the Buyer shall agree (such time and date being referred to herein as the
      "Closing Date"), at the offices of the Buyer. At the Closing, each of the
      parties hereto shall take, or cause to be taken, all such actions and deliver,
      or cause to be delivered, all such documents, instruments, certificates and
      other items as may be required under this Agreement or otherwise, in order
      to
      perform or fulfill all covenants and agreements on its part to be performed
      at
      or prior to the Closing Date.





1.5
      Taking of Necessary Action; Further Action. Each of the parties shall use its
      respective reasonable best efforts to take all such action as may be necessary
      or appropriate in order to effectuate the Closing as promptly as possible.
      After
      the Closing, Buyer shall cause the Registered Share Capital Transfer Agreement
      to be filed with the appropriate Governmental Authority. If, on or at any time
      after the Closing Date, any further reasonable action is necessary or desirable
      to carry out the purposes of this Agreement and to vest the Buyer with full
      right, title and possession to all assets, property, rights, privileges, and
      powers of the Company, the Seller shall take, and shall ensure that the officers
      of the Company are fully authorized to take, and shall take, all such lawful
      and
      necessary action.





Article
      2. Representations and Warranties Relating to the Seller.





The
      Seller represents and warrants to the Buyer as follows:





2.1
      Organization and Standing. (a) The Seller is a company or a corporation duly
      incorporated, validly existing, and in good standing under the laws of the
      jurisdiction of its organization, and has all requisite corporate power and
      authority to own, lease and operate its properties and assets and to conduct
      its
      business as it is now being conducted.





(b)
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the People’s Republic of China and has all requisite
      corporate power and authority to own, lease and operate its properties and
      assets and to conduct its business as it is now being conducted.





(c)
      The
      Company does not presently own or control, directly or indirectly, any interest
      in any other corporation, association, or other business entity. The Company
      is
      not a participant in any joint venture, partnership, or similar
      arrangement.





2.2
      Binding Agreement. The Seller has all requisite corporate power and authority
      to
      enter into this Agreement, to execute and deliver this Agreement, to carry
      out
      its obligations hereunder and to consummate the transactions contemplated
      hereby. The execution and delivery of this Agreement by the Seller and the
      consummation by the Seller of its obligations hereunder have been duly and
      validly authorized by all necessary corporate and stockholder action on the
      part
      of the Seller. This Agreement has been duly executed and delivered on behalf
      of
      the Seller and, assuming the due authorization, execution and delivery by the
      other parties hereto, constitutes a legal, valid and binding obligation of
      each
      of the Seller enforceable in accordance with its terms.





2.3
      Absence of Violations or Required Consents. Except as set forth in Section
      2.3
      of the Disclosure Schedule and, in the case of clauses (b), (c) and (d), except
      for such violations, breaches, defaults, consents, approvals, authorizations,
      orders, actions, registrations, filings, declarations, notifications and
      Encumbrances that would not reasonably be expected to have a Material Adverse
      Effect or materially impair or delay the consummation of the transactions
      contemplated hereby, the execution, delivery and performance by the Seller
      of
      this Agreement do not and will not (a) violate or result in the breach or
      default of any provision of the Seller’s or Company’s articles of association,
      (b) violate any Law or Governmental Order applicable to either Seller or the
      Company or any of their respective properties or assets, (c) except for the
      Required Consents, require any consent, approval, authorization or other order
      of, action by, registration or filing with or declaration or notification to
      any
      Governmental Authority or any other Person or (d) result in any violation or
      breach of, constitute a default (or event which with the giving of notice,
      or
      lapse of time or both, would become a default) under, require any consent under,
      or give to others any rights of termination, amendment, acceleration,
      suspension, revocation or cancellation of, or result in the creation of any
      Encumbrance on the Seller' or the Company’s respective assets, or result in the
      imposition or acceleration of any payment, time of payment, vesting or increase
      in the amount of compensation or benefit payable, pursuant to, any note, bond,
      mortgage or indenture, contract, agreement, lease, sublease, license or permit,
      or franchise to which either Seller or the Company is a party or by which their
      respective assets are bound.




2




2.4
      Ownership of Registered Share Capital. (a) Seller is the owner of all of the
      registered share capital of the Company.





(b)
      Other
      than this Agreement, there are no outstanding options, warrants or other rights
      of any kind relating to the sale, issuance or voting of any shares of capital
      stock or other ownership interests in any of the Company.





(c)
      Upon
      the consummation of the Sale at the Closing as contemplated by this Agreement,
      the Seller will deliver to the Buyer good title to the Shares free and clear
      of
      any security interests, pledges, liens, charges, encumbrances, adverse claims,
      restrictions or defects in title.





2.5
      Financial Information. The Seller has furnished to the Buyer the unaudited
      balance sheet of the Company (the "Balance Sheet") as of October 31, 2007.
      The
      Balance Sheet has been prepared in accordance with Chinese Generally Accepted
      Accounting Principles and fairly
      presents the financial condition of the Company as of such date. Since its
      formation, the Company has had no operations other than engaging in certain
      activities relating to its organization, and the acquisition of rights to,
      and
      construction of buildings on, the Real Property.





2.6 Absence
      of Undisclosed Liabilities. The Company has no liability or obligation (whether
      direct or indirect, known or unknown, asserted or unasserted, absolute or
      contingent, accrued or unaccrued, liquidated or unliquidated, or due or to
      become due, and whether in contract, tort, strict liability or otherwise) which
      are not accurately reflected or provided for in the Balance Sheet, other than
      (i) liabilities or obligations incurred in the ordinary course of its business
      subsequent to the date of the Balance Sheet, and (ii) other liabilities or
      obligations incurred subsequent to the date of the Balance Sheet which are
      not
      required under Chinese Generally Accepted Accounting Principles to be reflected
      therein, in each case which liabilities or obligations, individually and in
      the
      aggregate, would not have a Material Adverse Effect.





2.7
      Title
      to Assets; Related Matters. The Company owns certain land use rights (together
      with all related easements, rights-of-way and other possessory interests in
      real
      estate, and all buildings and other structures, facilities or improvements
      currently or hereafter located thereon, all fixtures, systems, equipment and
      items of personal property attached or appurtenant thereto, the “Real Property”)
      as disclosed in Section 2.7 of the Disclosure Schedule. Except for Permitted
      Exceptions or as disclosed in Section 2.7 of the Disclosure Schedule and except
      for such matters that would not reasonably be expected to have a Material
      Adverse Effect, (i) the Company has good, valid and marketable title to, or,
      in
      the case of leased or subleased assets or other possessory interests, valid
      and
      subsisting leasehold or other possessory interests in, or otherwise have the
      right to use, all of the assets of the Company, free and clear of all
      Encumbrances and (ii) to the knowledge of the Seller, there are no contractual
      or legal restrictions to which either Seller or the Company is a party or by
      which the Real Property is otherwise bound that preclude or restrict the
      Company’s ability to use the Real Property for the purposes for which it is
      currently being used.





2.8
      Absence of Certain Changes, Events and Conditions. Since October 31, 2007,
      except as otherwise provided in or contemplated by this Agreement or as
      disclosed in Section 2.8 of the Disclosure Schedule except for such matters
      that, individually or in the aggregate, would not reasonably be expected to
      have
      a Material Adverse Effect:




3




(a)
      other
      than in the ordinary course of business consistent with past practice, neither
      Seller nor the Company has sold, transferred, leased, subleased, licensed,
      encumbered or otherwise disposed of any assets of the Company, other than
      transfers of cash;





(b)
      neither Seller nor the Company has suffered any casualty loss or damage with
      respect to any assets of the Company;





(c)
      there
      has not been any Material Adverse Effect;





(d)
      neither Seller nor the Company has entered into any agreement, contract,
      commitment or arrangement to do any of the foregoing.





2.9
      Litigation. Except as disclosed in Section 2.9 of the Disclosure Schedule and
      except for such matters that would not reasonably be expected to have a Material
      Adverse Effect, as of the date hereof, there are no Actions against either
      Seller or the Company pending, or, to the knowledge of the Seller, threatened
      to
      be brought by or before any Governmental Authority, in each case with respect
      to
      the Company.





2.10
      Material Contracts. Section 2.10 of the Disclosure Schedule sets forth all
      Material Contracts. Except as set forth in Section 2.10 of the Disclosure
      Schedule and except for such matters which would not reasonably be expected
      to
      have a Material Adverse Effect, (i) each agreement, contract, policy, plan,
      mortgage, understanding, arrangement or commitment of the Company that is
      intended to be binding upon the parties thereto is legal, valid and binding
      on
      the Company and, to the knowledge of the Seller, the other parties thereto,
      enforceable in accordance with the terms thereof, (ii) the Company is not in
      default under any such agreement, contract, policy, plan, mortgage,
      understanding, arrangement or commitment and (iii) to the knowledge of the
      Seller, no other party to any such agreement, contract, policy, plan, mortgage,
      understanding, arrangement or commitment has breached or is in default
      thereunder. Seller has given true and correct fully executed copies of each
      Material Contract to Buyer.





2.11
      Permits and Licenses; Compliance with Law. Except as disclosed in Section 2.11
      of the Disclosure Schedule and except for such matters that would not reasonably
      be expected to have a Material Adverse Effect, (i) the Company currently hold
      all the permits, licenses, authorizations, certificates, exemptions and
      approvals of Governmental Authorities or other Persons including necessary
      for
      the current operation and the conduct of its business (collectively, "Permits"),
      and all Permits are in full force and effect, (ii) neither Seller nor the
      Company has received any written notice from any Governmental Authority
      revoking, canceling, rescinding, materially modifying or refusing to renew
      any
      Permit and (iii) the Seller and the Company are in compliance with the
      requirements of all Permits.




2.12
      Taxes. Except as disclosed in Section 2.12 of the Disclosure Schedule and except
      for such matters that would not reasonably be expected to have a Material
      Adverse Effect, all Tax Returns required by applicable Law to be filed by the
      Company have been timely filed. Such Tax Returns are true and correct in all
      material respects.





2.13
      Employees; Employee, Heath and Safety Matters. The Company has no employees
      and
      has not had any employees since its formation.





2.14
      Compliance with Laws. The Company is not in violation of, has not violated,
      and
      to the best of Seller’s knowledge, is neither under investigation with respect
      to nor has been threatened to be charged with or given notice of any violation
      or alleged violation of any Law or Governmental Order, nor is there any
      reasonable basis for any such charge.





2.15
      Affiliates. Other than Seller, the Company is not controlled by any Person
      and
      the Company is not in control of any other Person. Schedule 2.18 lists each
      contract, arrangement, or understanding to which the Company and Seller or
      any
      Affiliate of Seller is a party.




4




2.1.6
      Environmental Laws. The Company has complied in all material respects with
      all
      Laws of any governmental entity relating to pollution or the protection of
      the
      environment or human health or hazardous materials (“Environmental Laws”), and
      there is not and there has not been at any time any notice, demand, request
      for
      information, complaint, order, investigation, or review pending or, to the
      best
      knowledge of Seller, threatened by any governmental entity with respect to
      any
      alleged violation by the Company of any Environmental Law. The Company has
      not
      been requested by any Governmental Authority to pay any sum of money, or
      otherwise aid or take any action or refrain from taking actions, to abate or
      remediate any environmental occurrence or condition.





2.1.7
      Finders’ Fees. There is no investment banker, broker, finder or other
      intermediary which has been retained by or is authorized to act on behalf of
      the
      Company, Seller or any of their Affiliates who might be entitled to any fee
      or
      commission from Buyer or any of its Affiliates upon consummation of the
      transactions contemplated by this Agreement.





Article
      3. Representations and Warranties Relating to Engineering.





Engineering
      represents and warrants to the Buyer as follows:





3.1
      Organization and Standing. (a) Engineering is a company or a corporation duly
      incorporated, validly existing, and in good standing under the laws of the
      jurisdiction of its organization, and has all requisite corporate power and
      authority to own, lease and operate its properties and assets and to conduct
      its
      business as it is now being conducted.





3.2
      Binding Agreement. Engineering has all requisite corporate power and authority
      to enter into this Agreement, to execute and deliver this Agreement, to carry
      out its obligations hereunder and to consummate the transactions contemplated
      hereby. The execution and delivery of this Agreement by Engineering and the
      consummation by Engineering of its obligations hereunder have been duly and
      validly authorized by all necessary corporate and stockholder action on the
      part
      of Engineering. This Agreement has been duly executed and delivered on behalf
      of
      Engineering and, assuming the due authorization, execution and delivery by
      the
      other parties hereto, constitutes a legal, valid and binding obligation of
      each
      of Engineering enforceable in accordance with its terms.





3.3
      Absence of Violations or Required Consents. Except for such violations,
      breaches, defaults, consents, approvals, authorizations, orders, actions,
      registrations, filings, declarations, notifications and Encumbrances that would
      not reasonably be expected to materially impair or delay its obligations hereby,
      the execution, delivery and performance by Engineering of this Agreement do
      not
      and will not (a) violate or result in the breach or default of any provision
      of
      Engineering’s articles of association, (b) violate any Law or Governmental Order
      applicable to Engineering or any of its properties or assets, or (c) require
      any
      consent, approval, authorization or other order of, action by, registration
      or
      filing with or declaration or notification to any Governmental Authority or
      any
      other Person.





Article
      4. Representations and Warranties of the Buyer.





The
      Buyer
      represents and warrants to the Seller as follows:





4.1
      Organization and Standing. The Buyer is a corporation duly incorporated, validly
      existing, and in good standing under the laws of its jurisdiction of
      incorporation and has all requisite corporate power and authority to own, lease
      and operate its properties and assets and to conduct its business as it is
      now
      being conducted.





4.2
      Binding Agreement. The Buyer has all requisite corporate power and authority
      to
      enter into this Agreement, to execute and deliver this Agreement, to carry
      out
      its obligations hereunder and to consummate the transactions contemplated
      hereby. The execution and delivery of this Agreement by the Buyer and the
      consummation by the Buyer of its obligations hereunder have been duly and
      validly authorized by all necessary corporate and stockholder action on the
      part
      of the Buyer. This Agreement has been duly executed and delivered on behalf
      of
      the Buyer and, assuming the due authorization, execution and delivery by the
      other parties hereto, constitutes a legal, valid and binding obligation of
      the
      Buyer enforceable in accordance with its terms.





Article
      5. Covenants and Agreements.




5




5.1
      Conduct of the Business Prior to Closing; Access. The Seller covenants as
      follows:





(a)
      Between the date hereof and the Closing Date, except as contemplated by this
      Agreement, except as described in either Section 2 or Section 5.1 of the
      Disclosure Schedule, the Seller will cause the Company to be operated in the
      ordinary course of business consistent with past practice and will not
      permit:





(i)
      any
      of the assets of the Company to be subjected to any Encumbrance, other than
      Permitted Exceptions, that will not be released at or prior to the Closing
      Date;





(ii)
      other than, in each case, in the ordinary course of business consistent with
      past practice, any assets of the Company to be sold, transferred, leased,
      subleased, licensed, encumbered or otherwise disposed of (including, without
      limitation, sales, transfers, leases, subleases, licenses or dispositions of
      material assets to Seller or any of its subsidiaries other than the Company),
      other than the sale of obsolete Equipment and transfers of cash;





(iii)
      any
      material Action, Indebtedness or any other claims or rights related to the
      Company to be compromised, settled or otherwise adjusted, or any waiver or
      release relating thereto to be granted other than in the ordinary course of
      business;





(iv)
      any
      new agreement, contract, commitment or arrangement, or any amendments or
      modifications to any existing such agreement, contract, commitment or
      arrangement, to be entered into with the Company that is material to the Company
      or that will continue in effect after the Closing Date and not be terminable
      by
      the Company on not more than 60 days' written notice without payment of premium
      or penalty;





(v)
      any
      Indebtedness to be created, incurred, assumed or guaranteed by any Company
      that
      cannot be prepaid or terminated without payment of premium or penalty, except
      for borrowings under existing credit agreements (or replacements therefor on
      substantially the same terms) or the creation of trade payables;





(b)
      Pending the Closing Date, the Seller shall:





(1)
      Ensure that the Buyer and its representatives are given reasonable access during
      normal business hours to all of the properties, books and records of the Company
      and that the Buyer and its representatives are furnished with such information
      concerning the Company as the Buyer may reasonably require, including such
      access and cooperation as may be necessary to allow the Buyer and its
      representatives to:





(A)
      identify those contracts and Permits that require third party consent to the
      transactions contemplated hereby, those that expire prior to or soon after
      the
      Closing and those that may require special documentation at the
      Closing;





(B)
      make
      appropriate arrangements for the continuation of ongoing maintenance,
      construction and plant upgrade activities of the Company after the
      Closing;





(2)
      Make
      available for the Buyer all other routine management and statistical reports
      of
      the Company;





(3)
      From
      time to time, furnish to the Buyer such additional information (financial or
      otherwise) concerning the Company as the Buyer may reasonably
      request;





(4)
      Except for disputes in good faith, honor and comply in all material respects
      with the terms and conditions contained in all contracts to which the Company
      is
      a party or by which it is bound.





(5)
      Use
      reasonable efforts to obtain all consents or other actions legally required
      in
      connection with the execution, delivery and performance by Seller or Engineering
      of this Agreement and the instruments of transfer contemplated hereby and the
      consummation by Seller and Engineering of the transactions contemplated
      hereby.




6




5.2
      Post-Closing Covenants. After the Closing, the Seller shall timely deliver
      all
      financial statements of the Company, including certifications by appropriate
      public accountants thereto, for periods before or ending on the Closing, as
      reasonably required by Buyer or its parent company, Tiens Biotech Group (USA),
      Inc. (the “Public Company”), pursuant to the Securities Act of 1933, as amended,
      the Exchange Act of 1934, as amended, and any other Laws applicable to the
      Public Company and the rules of any exchanges on which the Public Company is
      listed.





Article
      6. Conditions to Obligations of the Buyer.





The
      obligations of the Buyer to consummate the transactions contemplated by this
      Agreement are, at its option, subject to satisfaction of each of the following
      conditions:





6.1
      Representations and Warranties. The representations and warranties of the Seller
      contained herein (other than the Special Representations) shall be true and
      correct in all material respects (other than those representations and
      warranties that are qualified by Material Adverse Effect, which shall be true
      and correct in all respects) at and as of the Closing Date as though each such
      representation and warranty were made at and as of such time, other than such
      representations and warranties as are made as of a specific date, in each case
      except for changes that are expressly contemplated by this Agreement, and except
      for such failures to be true and correct that (without regard to materiality
      concepts therein once such failure is established) would not, individually
      or in
      the aggregate, reasonably be expected to have a Material Adverse
      Effect.





6.2
      Performance by the Seller. All of the covenants and agreements to be complied
      with and performed by the Seller on or before the Closing Date shall have been
      complied with or performed in all material respects.





6.3
      Certificate. The Seller shall have delivered to the Buyer a certificate, dated
      as of the Closing Date, executed on behalf of the Seller by its duly authorized
      officer to the effect of Sections 6.1 and 6.2.





6.4
      No
      Material Events. Since the date hereof, there shall have been (i) no material
      damage, destruction or loss to the Real Property or other material assets of
      the
      Company, regardless of insurance coverage, and (ii) no other Material Adverse
      Effect.





6.5
      No
      Material Adverse Change. There shall have been no material adverse change in
      the
      financial condition, business, operations or assets of the Company at the
      Closing as compared with the date hereof.





6.6
      Due
      Diligence. Buyer has completed to its satisfaction its business, technical,
      legal, tax and accounting due diligence of the Company.





6.7
      Consents. All consents or other actions legally required in connection with
      the
      execution, delivery and performance by Seller or Engineering of this Agreement
      and the instruments of transfer contemplated hereby and the consummation by
      Seller and Engineering of the transactions contemplated hereby shall have been
      obtained and shall be in full force and effect.





Article
      7. Conditions to Obligations of the Seller. The obligations of the Seller to
      consummate the transactions contemplated by this Agreement are, at its option,
      subject to satisfaction of each of the following conditions:




7.1
      Representations and Warranties. The representations and warranties of the Buyer
      contained herein shall be true and correct in all material respects (other
      than
      those representations and warranties that are qualified by Material Adverse
      Effect, which shall be true and correct in all respects) at and as of the
      Closing Date as though each such representation and warranty were made at and
      as
      of such time, other than such representations and warranties as are made as
      of a
      specific date, in each case except for changes that are expressly contemplated
      by this Agreement, and except for such failures to be true and correct that
      (without regard to materiality concepts therein once such failure is
      established) would not, individually or in the aggregate, reasonably be expected
      to have a material adverse effect on the ability of the Buyer to consummate
      the
      transactions contemplated hereby.




7




7.2
      Performance by the Buyer. All of the covenants and agreements to be complied
      with and performed by the Buyer on or prior to the Closing Date shall have
      been
      complied with or performed in all material respects.





7.3
      Certificate. The Buyer shall have delivered to the Seller a certificate, dated
      as of the Closing Date, executed on behalf of the Buyer by its duly authorized
      officer to the effect of Sections 7.1 and 7.2.





Article
      8. Indemnification.





8.1
      Indemnification by the Seller. Subject in all respects to the provisions of
      this
      Article 8, the Seller hereby agree to indemnify and hold harmless the Buyer
      and
      its officers, directors, employees, agents and representatives after the Closing
      Date from and against any Claims and Damages incurred by them arising out of
      or
      resulting from any breach, inaccuracy or nonfulfillment or alleged breach,
      inaccuracy or nonfulfillment on the part of the Seller of (i) any representation
      or warranty made by the Seller in Article 2 hereof or in any certificate
      delivered pursuant to this Agreement or (ii) any covenant or agreement made
      by
      the Seller in this Agreement.





8.2
      Indemnification by the Buyer. Subject in all respects to the provisions of
      this
      Article 8, the Buyer hereby agrees, and shall cause the Company to indemnify
      and
      hold harmless the Seller and its respective Affiliates, officers, directors,
      employees, agents and representatives after the Closing Date from and against
      any Claims and Damages incurred by them arising out of or resulting from any
      breach, inaccuracy or nonfulfillment or alleged breach, inaccuracy or
      nonfulfillment on the part of the Buyer of (i) any representation or warranty
      made by the Buyer in Article 3 hereof or in any certificate delivered pursuant
      to this Agreement (ii) any covenant or agreement made by the Buyer in this
      Agreement, (iii) the violation of any Laws by the Company prior to the Closing,
      or (iv) the failure to pay any Taxes incurred prior to the Closing to any
      Governmental Authority or to file any Tax Return with any Governmental
      Authority.





8.3
      Limitations on Indemnification Claims and Liability. The respective
      representations and warranties of the Seller and the Buyer set forth in this
      Agreement or in any certificate delivered pursuant to this Agreement, and the
      opportunity to make a claim for indemnification, or otherwise be indemnified
      or
      held harmless, under this Article 8 with respect thereto or with respect to
      (i)
      any covenant or agreement relating to any action required by this Agreement
      to
      be taken prior to or at the Closing or (ii) any Liability Claim shall survive
      until, and expire with, and be terminated and extinguished upon, the date that
      is 18 months after the Closing Date, except that any Liability or Claim with
      respect to Sections 2.11, 2.12, 2.14, 2.15 or 2.16 shall survive until, and
      expire with, and be terminated and extinguished upon the 90th day after the
      applicable statue of limitations with respect to the matters thereto, and any
      Liability or Claim with respect to Sections 2.1, 2.2, or 2.4 shall survive
      indefinitely.





(d)
      Notwithstanding anything to the contrary in this Agreement, the indemnifications
      in Sections 8.1 and 8.2 hereof will be the sole and exclusive remedies available
      to the Buyer or the Seller, or any of their respective Affiliates, officers,
      directors, employees, agents or representatives, after the Closing for breaches
      of any representations or warranties in this Agreement, or any certificate
      delivered pursuant to this Agreement, or any covenants or agreements contained
      in this Agreement or otherwise in connection with this Agreement. Any claim
      for
      indemnification must be made as provided in Sections 8.5 hereof.





8.5
      Notice of Claims. Upon obtaining actual knowledge of any Claim or Damage which
      has given rise to, or could reasonably give rise to, a claim for indemnification
      hereunder, the party seeking indemnification (the "Indemnified Party") shall,
      as
      promptly as reasonably practicable (but in no event later than 30 days)
      following the date the Indemnified Party has obtained such knowledge, give
      written notice (a "Notice of Claim") of such claim to the party or parties
      from
      which indemnification is or will be sought under this Article 8 (the
      "Indemnifying Party"). The Indemnified Party shall furnish to the Indemnifying
      Party in good faith and in reasonable detail such information as the Indemnified
      Party may have with respect to such indemnification claim (including copies
      of
      any summons, complaint or other pleading which may have been served on it and
      any written claim, demand, invoice, billing or other document evidencing or
      asserting the same). No failure or delay by the Indemnified Party in the
      performance of the foregoing shall reduce or otherwise affect the obligation
      of
      the Indemnifying Party to indemnify and hold the Indemnified Party harmless,
      except to the extent that such failure or delay shall have materially adversely
      affected the Indemnifying Party's ability to defend against, settle or satisfy
      any liability, damage, loss, claim or demand for which such Indemnified Party
      is
      entitled to indemnification hereunder. For purposes of this Section 8.5, (i)
      a
      Notice of Claim given in good faith must include to the extent then practicable
      a good faith estimate of the amount of the claim and (ii) a Notice of Claim
      shall be deemed to have been given as of the date the Probable Liabilities
      List
      is agreed upon or otherwise determined with respect to Liability Claims.
      Notwithstanding anything to the contrary in this Agreement, no identification
      of
      any party as an "Indemnifying Party" for purposes of any of the provisions
      of
      this Agreement shall constitute any acknowledgment by such party that it is
      liable to any Person under this Article 10.




8




8.6
      Payment of Indemnification. All payments of indemnification under this Article
      8
      shall be payable in cash in RMB.





8.7
      Guarantee by Engineering. Engineering shall guarantee the payment of the
      indemnification obligations of Seller to pursuant to this Article
      8.





8.8
      Adjustment to Purchase Price. Seller and Buyer agree to treat any indemnity
      payment made pursuant to this Article 8 as an adjustment to the Purchase Price
      for all purposes, including federal, state, local and foreign income Tax
      purposes.





Article
      9. Definitions.





Unless
      otherwise stated in this Agreement, the following capitalized terms have the
      following meanings:





Action
      means any action, suit, claim, arbitration, or proceeding or investigation
      (of
      which the Seller or the Buyer, as the case may be, have knowledge) commenced
      by
      or pending before any Governmental Authority.




Agreement
      or this Agreement means this Purchase Agreement dated as of the date first
      above
      written (including the Annexes and Exhibits hereto and the Disclosure Schedule)
      and all amendments hereto made in accordance with the provisions of Section
      10.4
      hereof.





Buyer
      has
      the meaning specified in the introductory paragraph to this
      Agreement.





Claims
      and Damages means, except as otherwise expressly provided in this Agreement,
      any
      and all losses, claims, demands, liabilities, obligations, actions, suits,
      orders, statutory or regulatory compliance requirements, or proceedings asserted
      by any Person (including, without limitation, Governmental Authorities), and
      all
      damages, costs, expenses, assessments, judgments, recoveries and deficiencies,
      including, to the extent required pursuant to Article 8, reasonable attorneys'
      fees and costs, incurred by or awarded against a party to the extent indemnified
      in accordance with Article 8 hereof, but shall not include any consequential
      special, multiple, punitive or exemplary damages, except to the extent such
      damages have been recovered by a third party and are the subject of a third
      party claim for which indemnification is available under the express terms
      of
      Article 8 hereof.





Closing
      has the meaning set forth in Section 1.4 hereof.





Closing
      Date has the meaning set forth in Section 1.4 hereof.




Disclosure
      Schedule means the Disclosure Schedule, dated as of the date hereof, delivered
      to the Buyer by the Seller in connection with this Agreement.





Encumbrance
      means any security interest, pledge, mortgage, lien (including, without
      limitation, tax liens), charge, encumbrance, easement, adverse claim,
      preferential arrangement, restriction or defect in title that adversely affects
      the use of the property in the manner it is being used prior to the Closing
      Date
      or the value of the property as measured in the context of the current uses
      thereof.





Environmental
      Laws has the meaning set forth in Section 2.16 hereof.




9




Equipment
      means all of the tangible personal property, machinery, equipment, vehicles,
      rolling stock, furniture, and fixtures of the Company in which the Company
      has
      an interest, by ownership or lease, together with any replacements thereof,
      or
      additions thereto made in the ordinary course of business between the date
      hereof and the Closing Date.





Governmental
      Authority means any People’s Republic of China government authority or local
      government or any foreign government, any governmental, regulator legislative,
      executive or administrative authority, agency or commission or any court,
      tribunal, or judicial body.





Indebtedness
      means obligations with regard to borrowed money and leases classified or
      accounted for as capital or financing leases on financial statements, but shall
      expressly not include either accounts payable or accrued liabilities that are
      incurred in the ordinary course of business or obligations under operating
      leases classified or accounted for as such on financial statements.





Indemnified
      Party has the meaning set forth in Section 8.5 hereof.





Indemnifying
      Party has the meaning set forth in Section 8.5 hereof.





Law
      means
      any federal, state, local or foreign statute, law, ordinance, regulation, rule,
      code, order or other requirement or rule of law.





Liability
      Claim has the meaning set forth in Section 8.3 hereof.





Loan
      means the Loan between Biological and Engineering, dated September 27, 2007
      in
      the principal amount of Renminbi Two Hundred Million (RMB
      200,000,000).





Material
      Adverse Effect means any circumstance, change in, or effect on the Company
      that
      has a material adverse effect on the business, results of operations or
      financial condition of the Company taken as a whole; provided, however, that
      Material Adverse Effect shall not include adverse effects relating to or
      resulting from (or, in the case of effects that have not yet occurred,
      reasonably likely to result from) (i) the execution of this Agreement or the
      announcement of agreement among the parties with respect to the transactions
      contemplated by this Agreement, (ii) general economic or industry conditions
      that have a similar effect on other participants in the industry or (ii)
      regional economic or industry conditions that have a similar effect on other
      participants in the industry in such region.





Material
      Contracts means the written agreements, contracts, policies, plans, mortgages,
      understandings, arrangements or commitments primarily relating to the Company
      to
      which the Company is a party or by which any of the assets of the Company are
      bound as described below:





(i)
      any
      agreement or contract providing for payments by the Company to any Person in
      excess of $1,000,000 per year commencing on the date hereof;





(ii)
      any
      employment agreement or consulting agreement or similar contract providing
      for
      payments to any Person in excess of $50,000 per year commencing on the date
      hereof;





(iii)
      any
      retention or severance agreement or contract with respect to any officer of
      the
      Company who is to be employed by the Company following the Closing
      Date;





(iv)
      any
      lease of Equipment or Real Property or license with respect to Intellectual
      Property (other than licenses granted in connection with the purchase of
      equipment or other assets) by the Company from another Person providing for
      payments to another Person in excess of $1,000,000 per year;





(v)
      any
      lease of Equipment or Real Property or license with respect to Intellectual
      Property (other than licenses granted in connection with the purchase of
      equipment or other assets) by the Company
      to another Person providing for payments to the Seller or the Company in excess
      of $1,000,000 per year commencing on the date hereof;





(vi)
      any
      joint venture, partnership or similar agreement or contract of the
      Company;




10




(vii)
      any
      agreement or contract under which any Company, or Seller in connection with
      the
      Company’s business, has borrowed or loaned any money in excess of $1,000,000 or
      issued or received any note, bond, indenture or other evidence of indebtedness
      in excess of $1,000,000 or directly or indirectly guaranteed indebtedness,
      liabilities or obligations of others in an amount in excess of
      $1,000,000;





Permits
      has the meaning set forth in Section 2.10 hereof.





Permitted
      Exceptions means each of the following:





(a)
      mortgages, security interests or other Encumbrances described in Section 2.6
      of
      the Disclosure Schedule;





(b)
      liens
      for taxes, assessments and governmental charges or levies not yet due and
      payable or the validity of which is being contested in good faith by appropriate
      proceedings;





(c)
      Encumbrances imposed by law, such as materialmen's, mechanics', carriers',
      workmen's and repairmen's liens and other similar liens, arising in the ordinary
      course of business;





(d)
      survey exceptions, rights of way, easements, reciprocal easement agreements
      and
      other Encumbrances on title to real property that do not, individually or in
      the
      aggregate, materially adversely affect the use of such property in the conduct
      of the Company’s business as it is being conducted prior to the Closing
      Date;





(f)
      zoning laws and other land use restrictions that do not materially detract
      from
      the value or impair the use of the property subject thereto;





(g)
      security interests in favor of suppliers of goods for which payment has not
      been
      made in the ordinary course of business consistent with past
      practice;




Public
      Company has the meaning set forth in Section 5.2 hereof.





Purchase
      Price has the meaning set forth in Section 1.3 hereof.





Real
      Property has the meaning set forth in Section 2.7 hereof.





Required
      Consents means any consents, approvals, orders, authorizations, registrations,
      declarations and filings required under or in relation to laws, rules,
      regulations, practices and orders of any state or local or foreign regulatory
      bodies.





Sale
      has
      the meaning set forth in the recitals hereto.





Seller
      has the meaning set forth in the introductory paragraph to this
      Agreement.





Shares
      has the meaning set forth in Section 1.1 hereof.





Tax
      or
      Taxes means any and all taxes, fees, withholdings, levies, duties, tariffs,
      imposts, and other charges of any kind (together with any and all interest,
      penalties, additions to tax and additional amount d imposed with respect
      thereto) imposed by any government or taxing authority, including, without
      limitation, taxes or other charges on or with respect to income, franchises,
      windfall or other profits, gross receipts property, sales, use, capital stock,
      payroll, employment, social security, workers' compensation, unemployment
      compensation, or net worth, taxes or other charges in the nature of excise,
      withholding, ad valorem, stamp, transfer, value added or gains taxes, license,
      registration and documentation fees, and customs duties, tariffs and similar
      charges.





Article
      10. Miscellaneous Provisions.





10.1
      Termination Rights. This Agreement may be terminated by:




11





(a)
      Seller and Buyer by mutual consent;





(b)
      Seller if the Closing shall not have been consummated on or before the date
      which is the earlier of (i) five days after the satisfaction of the condition
      in
      Section 6 (or the following business day if such date is not a business day),
      or
      (ii) sixty (60) days after the date hereof (the “Cut-off Date”), unless the
      failure of the Closing to occur by such date shall be due to the failure of
      Seller to perform or observe its covenants and agreements set forth
      herein;





(c)
      Buyer
      if the Closing shall not have been consummated on or before the date which
      is
      the earlier of (i) five days after the satisfaction of the condition in Section
      7 (or the following business day if such date is not a business day), or (ii)
      the Cut-off Date, unless the failure of the Closing to occur by such date shall
      be due to the failure of Buyer to perform or observe its covenants and
      agreements set forth herein;





10.2
      Effect of Termination. If this Agreement is terminated pursuant to Section
      10.1,
      all rights and obligations of the parties hereto under this Agreement shall
      terminate and no party shall have any liability to the other party, except
      for
      obligations of the parties hereto in this Article 10, which shall survive the
      termination of this Agreement, and except that nothing herein will relieve
      any
      party from liability for any breach, occurring prior to such termination, of
      any
      agreement or covenant (but not any representation or warranty) contained
      herein.





10.3
      Notices. Any notice, demand, claim, notice of claim, request or communication
      required or permitted to be given under the provisions of this Agreement shall
      be in writing and shall be deemed to have been duly given (i) upon delivery
      if
      delivered in person, (ii) on the date of mailing if mailed by registered or
      certified mail, postage prepaid and return receipt requested, (iii) on the
      date
      of delivery to a national overnight courier service, or (iv) upon transmission
      by facsimile (if such transmission is confirmed by the addressee) if delivered
      through such services to the following addresses, or to such other address
      as
      any party may request by notifying in writing all of the other parties to this
      Agreement in accordance with this Section 10.3.




**Seller:**
              
              Tianshi
                  International Investment Group Co., Ltd.Room
                  2402-03, 24/F.,New York Life Tower, Windsor House311
                  Gloucester Road,Causeway Bay, Hong KongAttention:*Jinyuan
                  Li***Buyer:**
              
              Tianshi
                  International Holdings Group Limited29thFloor No. 133 Wanzai Road Hong KongAttention:*Jinyuan
                  Li***Biological:**
              
              Tianjin
                  Tianshi Biological Development Co., Ltd., a Sino-Foreign joint
                  ventureNo.
                  6 Yuanquan Road, Wuqing Industrial Park Tianjin, PRC
                  301700Attention:*Yiqun
                  Wu***Engineering****:**
              
              Tianjin
                  Tianshi Biological Engineering Co., Ltd.No.
                  6 Yuanquan Road, Wuqing Industrial Park Tianjin. PRC
                  301700Attention:*Yiqun
                  Wu*




Any
      such
      notice shall be deemed to have been received on the date of personal delivery,
      the date set forth on the Postal Service return receipt, or the date of delivery
      shown on the records of the overnight courier, as applicable.





10.4
      Benefit and Assignment. This Agreement will be binding upon and inure to the
      benefit of the parties hereto and their respective successors and permitted
      assigns. There shall be no assignment of any interest under this Agreement
      by
      any party except that the Buyer may assign its rights hereunder to any wholly
      owned subsidiary of the Buyer; provided, however, that no such assignment shall
      relieve the assignor of its obligations under this Agreement. Nothing herein,
      express or implied, is intended to or shall confer upon any other Person any
      legal or equitable right, benefit or remedy of any nature whatsoever under
      or by
      reason of this Agreement.




12




10.5
      Amendment. This Agreement may not be amended or modified except by an instrument
      in writing signed by, or on behalf of, the Seller and the Buyer.





10.6
      Dispute Resolution. This Agreement shall be governed by, and construed in
      accordance with, Hong Kong law. Any dispute, controversy or claim arising out
      of
      or relating to this Agreement shall be settled by arbitration in accordance
      with
      the UNCITRAL Arbitration Rules as at present in force and as may be amended.
      The
      arbitration body shall be Hong Kong International Arbitration Centre ("HKIAC").
      The place of arbitration shall be in Hong Kong at HKIAC. There shall be a panel
      of three arbitrators. The language to be used in the arbitral proceedings shall
      be English.





IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.




TIANSHI
              INTERNATIONAL INVESTMENT GROUP CO., LTD[COMPANY
                SEAL AFFIXED]By:
            /s/ Jinyuan
              LiName:
              Jinyuan LiTitle:
              President


TIANSHI
                INTERNATIONAL HOLDINGS GROUP LIMITED.[COMPANY
                  SEAL AFFIXED]By:
              /s/ Jinyuan
                LiName:
                Jinyuan LiTitle:
                President
 TIANJIN
                  TIANSHI
                  BIOLOGICAL DEVELOPMENT CO., LTD.[COMPANY
                    SEAL AFFIXED]By:
                /s/ Yiqun
                  WuName:
                  Yiqun WuTitle:
                  Legal Representative
  TIANJIN
                    TIANSHI
                    BIOLOGICAL ENGINEERING CO., LTD[COMPANY
                      SEAL AFFIXED]By:
                  /s/ Yiqun
                    WuName:
                    Yiqun WuTitle:
                    Legal Representative
  13