Exhibit 10.8






SHARE TRANSFER AGREEMENT





ABOUT





TRANSFER OF THE SHARES OF

GUIZHOU YIBAI XINGYE PHARMACEUTICAL CO., LTD 



BETWEEN 



IST VENTURES LIMITED



AND



FIRST CAPITAL ASIA INVESTMENT LIMITED




 

 

 

 

 

 

 

 

 


JANUARY, 2005




SHARE TRANSFER AGREEMENT








THIS SHARE TRANSFER AGREEMENT (hereinafter referred to as
"this Agreement") is made and entered into in Guiyang City, Guizhou Province,
the People's Republic of China (hereinafter referred to as "China") as of
January 4th , 2005 by and among the following two parties:




Party A: IST Ventures Limited 

Position: Managing Director

Name: DU Fu




Party B: First Capital Asia Investment

Position: Board Director

Name: YE Xiang Wu 




	


Whereas:

		

		
	



		
	1.	

	Guizhou Yibai Xingye Pharmaceutical Co., Ltd (hereinafter
	referred to as the "Target Company") is a wholly foreign-invested enterprise
	incorporated in Guiyang City, Guizhou Province as of July 16th,
	1994 by Party A under the Laws of China, with a registered capital of Three
	Hundred and Ten Thousand US Dollars (USD 310,000).

		
	 	
	

		
	2.	
	Party A is a Hong Kong company incorporated and duly
	existing under the laws of Hong Kong SAR, China. As of the date of execution
	of this Agreement, Party A legally holds one hundred percent (100%)
	shareholdings of the Target Company. 

		
	 	
	

		
	3.	
	Party B is a duly incorporated, validly existing and in
	good standing under the laws of the British Virgin Islands.

		
	 	
	

		
	4.	
	Party A agrees to sell to Party B, and Party B agree to
	acquire, one hundred percent (100%) shareholdings of the Target Company held
	by Party A (hereinafter referred to as the "Target Share").

		
	
	


		
	 
	

In accordance with the relevant laws and regulations of
China, and adhering to the principle of equality and mutual benefit, the Parties
hereby, through friendly consultation, agree to the following terms and
conditions in relation to the share transfer from Party A to Party B for mutual
observance:

		
	 
	


		
	


Article 1 Share Transfer

		
	 
	




		
	


		1.1 Party A agrees to sell the one hundred percent
		(100%) shareholdings legally held 

		




 

	
		by it of the Target Company, including all the
		rights, interests and obligations attached thereto, to Party B under the
		terms and conditions provided herein; Party B agrees to acquire the
		aforesaid shareholdings legally held by Party A, including all the
		rights, interests and obligations attached thereto, under the terms and
		conditions provided herein. 



		
	 
	




Article 2 Share Transfer Price and Payment

		
	




		
	 	 
	2.1 	


		The total amount of shares for this transfer shall be
		one hundred percent (100%) shareholdings of the Target Company. Pursuant
		to the consultation between the two Parties, the price per one percent
		(1%) share shall be US$5,000, and the total share transfer price shall
		be US Dollar Five Hundred Thousand. (US$500,000) (hereinafter referred
		to as the "Share Transfer Price"). 

		
	 	
		

		
	2.2 	
		The payment method of the Share Transfer Price shall
		be as follows: the shareholder of Party B will pay the aforementioned
		Share Transfer Price of US Dollar Five Hundred Thousand. (US$500,000)
		for Party B in one lump sum, to the bank account designated by Party A
		within Ten days since the execution of this Agreement.

		
	 	
		

		
	2.3 	
		Unless otherwise provided herein, any expenses or
		taxes incurred in this share transfer when any Party hereto exercises
		its rights or fulfills its obligations shall be undertaken by the
		corresponding Party.

		
	
		



		
	 
	




Article 3 Completion of the Share Transfer

		
	




		
	 
	


		3.1 

			The parties shall apply to the relevant authority for approval of
		the share transfer hereunder within ten (10) days since the execution of
		this Agreement, and apply for amendment of registration to the relevant
		registration administration authority afterwards. The specific
		procedures shall be undertaken by Party A. The date of completion of the
		registration in the relevant registration administration authority and
		the issuance of the new Business License shall be the completion date of
		the Share Transfer.
	
		

			 
	
		3.2  

			Upon completion of the share transfer contemplated herein, Party B
		shall have the full legal qualification as the shareholder of the Target
		Company and be entitled to the shareholder's rights and interests of the
		Target Company in proportion to its capital investment, namely one
		hundred percent (100%) of the total shareholdings.
	
		



		
	 
	




Article 4 Representations, Warranties and Covenants of Party A

		
	




		
	 
	4.1 	


		Party A warrants that it has legal and complete title
		to the Target Share and has full and independent interests and rights to
		the disposal of the Target Share. The 

		



1



	
		

			Target Share is free from any pledge, contingent
		liabilities or any other potential liabilities, as well as any dispute,
		arbitration or legal proceeding, and are not bound by any other
		pre-emptive rights or other similar rights. Party A warrants that it has
		the legal qualification to transfer the Target Share and to enter into
		this Agreement and perform the terms and conditions hereunder. 
	 	 
	4.2 	
		Party A warrants that it has not entered into any
		contract or agreement which restricts it from executing this Agreement
		and it will not transfer the rights and obligations hereunder to any
		third party.

		
	
		

			 
	4.3 	
		Party A warrants that the execution or performance of
		this Agreement or the completion of the share transfer has not, and will
		not, (i) contravene any jurisdiction or restriction under the laws and
		regulations of China that Party A or its assets should be subject to; or
		(ii) cause any conflict or breach of any contract or agreement or other
		arrangement to which it is a party; or (iii) impair the rights attached
		to the Target Share or create any encumbrances, custody or any other
		third party rights or restrictions thereon. 

		
	
		

			 
	4.4 	
		During the interim period between the execution date
		of this Agreement and the share transfer completion date, Party A
		covenants that it shall not have any contact, or sign any letter of
		intent, contract, memorandum of understanding, or any contract,
		agreement or legal instrument in any form that is in conflict with the
		share transfer or contains any terms that prohibit or restrict the
		transfer of the Target Share that are proposed to be sold, with any
		other third party in respect of the transfer, pledge or custody of the
		abovementioned Target Share held by Party A.

		
	
		

			 
	4.5 	
		Party A shall endeavor to obtain all government
		approval documents in relation to the share transfer, except for those
		which shall be handled by Party B according to relevant laws and
		regulations. It shall also endeavor to perform the obligations such as
		obtaining approval and registration for the share transfer.

		
	
		

			 
	4.6 	
		Party A has undergone the procedure provided in the
		Articles of Association of the Target Company concerning the transfer of
		the Target Share, and has caused the Board of Directors of the Target
		Company to agree unanimously the share transfer from Party A to Party B. 

		
	
		

			 
	4.7 	
		Party A covenants that it shall, before and after the
		completion of the share transfer, assist Party B in relevant procedures
		so as to enable it to exercise its rights in the shares of the Target
		Company.

		
	
		

			 
	4.8 	
		Party A covenants that there is no previous liability
		that hasn't been revealed or declared in this transaction contemplated
		herein. Otherwise, after the establishment of the Target Company, Party
		B shall undertake no responsibility 

		
	
		



		




2



	 	for such liability.
	 	 
	




Article 5 Representations, Warranties and Covenants of Party B


	 	




		
	5.1 	


		Party B has the legal qualification to acquire the
		Target Share held by Party A. 

		
	 	
		

		
	5.2 	
		Party B warrant that it has never signed any contract
		or agreement which is in conflict with the terms and conditions of this
		Agreement. 

		
	 	
		

		
	5.3 	
		Party B shall endeavor to support Party A in
		obtaining necessary government approval documents required for the share
		transfer and obtain approvals from the relevant government authorities
		or prepare relevant documentation which shall be the responsibilities of
		Party B according to laws and regulations. 

		
	
		

			 
	5.4 	
		The shareholder of Party B covenant to pay the Share
		Transfer Price in time pursuant to the terms and provisions of this
		Agreement.

		
	 	
		

		
	5.5 	
		Party B has acquired all approval, authorization,
		permission and consent needed for the execution of this Agreement and
		its Appendix according to the laws where it is located.

		
	 	
		



		
	




Article 6 Confidentiality


	 	




		
	6.1 	


		All terms and conditions in this Agreement and all
		information involved in this share transfer shall be confidential. The
		Parties and their respective staff involved in this transaction are all
		subject to confidentiality obligation. No Party may, by any activity or
		omission, allow the information of the transaction be disclosed to any
		third party other than the Parties' respective staff involved in this
		transaction and those are entitled to have access to such information.
		The Parties, in addition, shall ensure that the personnel from the
		intermediaries engaged by each Party shall be subject to confidentiality
		obligation. All the Party shall keep any information in relation to this
		transaction strictly confidential. Without the prior written consent of
		the other Parties, no Party shall make any disclosure of any information
		in relation to this transaction, except for disclosures under the
		following circumstances: (i) to conform to mandatory requirements of
		relevant laws and regulations and mandatory requirements of government
		authorities or agencies that have jurisdiction over the transaction
		contemplated herein; and (ii) there is no disagreement between the
		Parties as to the applicability of the aforesaid mandatory requirements
		to the transaction contemplated herein.

		
	
		



			 
	




Article 7 Force Majeure


	 	




		
	7.1 	


		Where the Share transfer fails to be completed due to
		natural disaster, national policy adjustment or other unpredictable,
		insurmountable and unavoidable difficulties and such non-completion is
		not attributable to any of the Parties, Neither of the Parties shall
		bear any liability for breach of agreement. However, the Parties shall
		sign a separate written agreement through friendly consultation 

		




3



	 	
		for settlement of any outstanding issues. 



		
	 	 
	




Article 8 Breach of Agreement 
		


	 	




		
	8.1 	


		Unless otherwise provided herein, once this Agreement
		is executed, failure to perform or incomplete performance of the terms
		provided herein by any Party, or the contravention of any
		representation, warranty, covenant or any other obligation under this
		Agreement by any Party, shall constitute a breach of this Agreement. The
		breaching Party shall compensate the non-breaching Party for all the
		economic losses caused by the breaching acts. 

		
	 	
		

		
	8.2 	
		If the failure of completion of the share transfer
		hereunder is directly caused by the material breach of a Party, then the
		breaching Party shall pay the penalty for breach of contract amounting
		to five percent (5%) of the Share Transfer Price to the non-breaching
		Party.

		
	
		



			 
	


		
		Article 9 Applicable Law and Dispute Resolution


	 	




		
	9.1 	


		The effectiveness, interpretation, performance,
		dispute resolution, and other related matters of this Agreement shall be
		governed by the laws of China. 

		
	 	
		

		
	9.2 	
		Any dispute arising out of or in relation to this
		Agreement, including but not limited to the formation, binding effect,
		performance, interpretation, breach, amendment and termination of this
		Agreement shall be settled through friendly consultation between the
		Parties. If the Parties are unable to reach an agreement within thirty
		(30) days of the occurrence of the dispute, any Party may have the right
		to submit the dispute to the China International Economic and Trade
		Arbitration Commission [Guiyang Branch] for arbitration according to the
		current effective arbitration rules at the time of submission. The
		arbitral award shall be final and shall be binding upon both Parties.
		The losing Party shall bear the professional expenses (including but not
		limited to attorney fees) and all other expenses of the winning Party
		incurred for the arbitration. 

		
	 	
		



		
	




Article 10 Validity, Amendment, Termination and Appendix


	 	




		
	10.1 	


		This Agreement shall come into effect immediately
		upon execution by and/or being sealed by the authorized representatives
		(power of attorney required) of, both Parties. 

		
	 	
		

		
	10.2 	
		Any amendment to this Agreement may only become
		effective where the Parties have undergone mutual consultation and
		executed a written amendment agreement. 

		
	
		

			 
	10.3 	
		If the share transfer cannot proceed due to failure
		to obtain government approval documents, both Parties hereto agree to
		terminate this Agreement. All the 

		




4



	 	
		advance expenses incurred before termination of this
		Agreement (including but not limited to traveling fees, attorney fees
		etc.) shall be borne by Party A.

		
	 	 
	10.4 	
		The liabilities of any Party for breach of this
		Agreement already arising and the confidentiality obligation of any
		Party under this Agreement shall not be excused as a result of
		termination of the Agreement.

		
	 	
		

		
	10.5 	
		The Parties may enter into supplementary agreements
		regarding this share transfer or for the matters relevant to the share
		transfer. The supplementary agreements and all the appendix of this
		Agreement form an integral part of this Agreement, and shall have equal
		legal effectiveness as this Agreement.

		
	 	
		



		
	




Article 11 Miscellaneous


	 	




		
	11.1 	
		The warranties and covenants herein are separate and
		independent, and unless otherwise provided expressly herein or otherwise
		agreed by the Parties in writing, such warranties and covenants shall
		not be restricted by any article herein that might contain opposite
		implication. 

		
	 	
		

		
	11.2 	
		The agreements herein include the warranties and
		covenants expressly provided in this Agreement, and if such warranties
		and covenants are not timely completed and performed, they shall be
		still in full force and effect. 

		
	 	
		

		
	11.3 	
		Any grace or moratorium granted by one Party to any
		other Party to exercise its rights shall not undermine or restrict the
		rights granted under this Agreement to such Party. A Party's waiver of
		its right to claim against any other Party for a breach of contract
		shall not be deemed as a permanent waiver of such rights to recourse the
		Party for any breaches of this Agreement. 

		
	
		

			 
	11.4 	
		The Parties shall conduct and sign, or ensure the
		conduct and the signing of, all the necessary further activities, acts,
		matters and documents, so as to fully realize the objectives
		contemplated in this Agreement. 

		
	 	
		

		
	11.5 	
		The headings of paragraphs are inserted for
		convenience only, and shall have no impact on the meaning or the
		interpretation of the terms provided herein. 

		
	 	
		

		
	11.6 	
		This Agreement is the complete document regarding the
		content contained herein. This Agreement and any of its appendix shall
		constitute the entire agreement among the Parties. This Agreement
		supercedes any intent, expression, understanding and other oral or
		written agreement in relation to the transaction contemplated hereunder
		before the date of execution of this Agreement 

		
	 	
		

		
	11.7 	
		This Agreement is written in both Chinese and
		English, and both versions are equally effective. If there is conflicts
		between the two language version, the 

		




5



	 	
		Chinese version shall prevail.

		
	 	 
	11.8 	
		This Agreement is made in four (4) originals in
		Chinese and English respectively, each Party hereto shall hold one (1)
		set of originals in both language versions, and the rest two (2) sets of
		originals in each language version shall be used for approval and
		registration procedure.

		




6



	 	

	(This page is intentionally blank.)

		
	 	
	

		
	 	
	 


		
	 	
Party A: IST Ventures Limited 

		
	 	
Position: Manager Director

		
	 	
Signature: DU Fu

		
	 	


		
	 	
 

		
	 	
 

		
	 	
 

		
	 	
Party B: First Capital Asia Investment limited

		
	 	
Position: Board Director

		
	 	
Signature: YE Xiang Wu

		






7