EXHIBIT
      10.1

     

    Licensing
      Agreement

    


    Party
      A: Winner Group Limited

    Address:
      Winner Industrial Park, Bulong Rd. Longhua Shenzhen

    Authorized
      representative:

    


    Party
      B: Jianquan Li

    Address:
      Winner Industrial Park, Bulong Rd. Longhua Shenzhen

    


    Whereas:

    
      	 	 


      	1.	
              Party
                A is a limited liability company incorporated in Cayman Islands.
                Its
                subsidiaries set up in the People’s Republic of China (“PRC Subsidiaries”)
                are mainly engaged in development, production and sales of medical
                apparatus products. Party B is the controlling shareholder of Party
                A;

            


    

    


    
      	2.	
              Party
                B owns three technical know-how (“Know How”) as listed in Schedule 1 of
                this Agreement and is currently applying for patents in PRC and other
                30
                countries, and preliminary reviews for such applications have been
                passed
                in some 8 countries; 

            


    

    


    
      	3.	
              To
                facilitate the rapid development of Party A and its PRC Subsidiaries,
                Party B agrees to license Party A and its PRC Subsidiaries the right
                to
                use the Know-how and Party A agrees to accept such license.
                

            


    

    


    Now,
      therefore, through
      friendly consultation, the parties have reached the following
      agreements:

    


    
      	1.	
              License
                For the Know-how

            


    

    
      	
            	1.1	
              Party
                B agrees to grant Party A and its PRC Subsidiaries the perpetual
                license
                to the Know-how from the signing date of this Agreement.
                

            


    

    


    
      	
            	1.2	
              Party
                B agrees that upon its obtaining patent rights for the Know-how,
                if,
                according to PRC laws and regulations, Party B needs to conduct
                registration or filing procedure with competent PRC authority for
                licensing of the patented Know-how, it shall cooperate with Party
                A to go
                through such procedures. 

            


    

    


    
      	
            	1.3	
              Both
                parties agree that without prior written consent of Party B, Party
                A and
                its PRC Subsidiaries shall not license any other party the right
                to use
                the Know-how. 

            


    

     

    
      	2.	
              License
                Fee

            


    

    
      	
            	2.1	
              Party
                B agrees that its license for Know-how to Party A and its PRC Subsidiaries
                is free of charge.

            


    

    


    
      	
            	2.2	
              Party
                A agrees that as compensation to Party B’s free license, it shall bear all
                the cost and expenses incurred relating to the patent applications
                for the
                Know-how. 

            


    

     

    
      	3.	
              Miscellaneous
                

            


    

    
      	
            	3.1	
              This
                Agreement shall become effective once it is signed and stamped by
                both
                parties. This Agreement is in two originals. Each party shall retain
                one
                original and they are of the same legal effect.


            


    

    


    
      	
            	3.2	
              This
                Agreement shall replace any oral or written agreement/arrangement
                reached
                by and between Party B and Party A as well as any of its PRC Subsidiaries
                previously, including but not limited to the Letter of Undertaking
                issued
                by Party B to Winner Medical (Huanggang) Co., Ltd.on September
                22nd
                2005. 

            


    

    


    Party
      A: Winner Group Limited Party B: Jianquan Li

    


    Date:
      December 1st,
      2005
      Date: December 1st, 2005

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    


    Schedule
      1:

    


    Patents
      Application of Party B:

    


    
      	
              Name

            	
              Application
                Number

            	
              Type

            	
              Country

            	
              Status

            
	
              manufacture
                method of the 100% cotton non-woven medical dressings

            	
              20051033147.1

            	
              Invention

            	
              PRC

            	
              Apply
                on 6 February 2005 

              Has
                passed initial exam

            
	
              Spunlace
                non-woven fabric with X thread

            	
              200520055659.3

            	
              Utility
                Model

            	
              PRC

            	
              Apply
                on 17 March 2005

            
	
              Spunlace
                non-woven fabric with X thread and its manufacture method

            	
              200510033576.9

            	
              Invention

            	
              PRC

            	
              Apply
                on 17 March 2005

              Has
                passed initial exam

            
	 	
              Invention

            	
              30
                Countries and Regions

            	
               

              Apply
                on June 2005 

              Obtain
                pass notice for initial exam of Europe Union and other 7 countries:
                Brazil
                (acceptance No. P10502653-9), Russia(2005118845), Korea (2005-0056783),
                Singapore (2005039417), Europe Union (05013515.1/EP05013515), The
                United Arab Emirates(GCC/P/2005/4854)
                and India (1629/DEL/2005)

            


    

    


    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    



    Schedule
      2: 

    


    Name
      List of PRC Subsidiaries of Party A


    
      
        	 	 


        	1
                、	
                Winner
                  Industries (Shenzhen) Co.,
                  Ltd.

              


      

    

    
      	2  、  	
              Winner
                Medical & Textile Ltd. Zhuhai 

            


    

    	3  、  	
            Winner
              Medical & Textile Ltd. Jingmen 

          


    	4  、  	
            Winner
              Medical & Textile Ltd. Tianmen

          


    	5  、  	
            Hubei
              Winner Textiles Co., Ltd.

          


    	6  、  	
            Winner
              Medical & Textile Ltd. Yichang

          


    	7  、  	
            Winner
              Medical & Textile Ltd. Jiayu

          


    	8  、  	
            Winner
              Medical & Textile Ltd. Chongyang

          


    	9  、  	
            Winner
              Medical (Huanggang) Co., Ltd.

          


    	10  、  	
            L+L
              Healthcare Hubei Co., Ltd.

          


    	11  、  	
            Shanghai
              Winner Medical Apparatus Co., Ltd.

          


    
      
        	12 
                、	
                Chongyang
                  Wenqiang Medical Treatment Materials Co., Ltd. (Under
                  Liquidation)

              


        	 	 


        	 	 


        	
              	 


      

    

    -3-