Exhibit 10.6



EXECUTION COPY

THIS SHARE EXCHANGE AGREEMENT, dated as
of the 30 day of June, 2005 (the "Agreement"), by and among China RX Holdings,
Inc., a Delaware corporation (the "Company"), Halter Financial Group, Inc., a
Texas corporation (the "Shareholder"), the persons set forth on Schedule I
hereto (the "Sellers") and First Capital Asia Investments Limited, a British
Virgin Islands company ("First Capital"). The Company, the Shareholder, the
Sellers and First Capital are collectively referred to herein as the "Parties".

W I T N E S S E T H:

        WHEREAS, on November 22, 2004, the United States Bankruptcy
Court for the Northern District of Texas Dallas Division (the "Bankruptcy
Court") approved and confirmed under Bankruptcy Code Section 1129 the terms of
the First Amended Joint Plan of Reorganization (the "Joint Plan") the
reorganization of BTHC I, LLC, a Texas limited liability company ("Ballantrae
LLC").

        WHEREAS, as permitted under the Joint Plan, for the purpose
of reorganizing Ballantreae LLC as a Delaware corporation, Ballantreae LLC was
merged with and into the Company on December 29, 2004.

        WHEREAS, pursuant to the Joint Plan, the Company issued
450,000 shares ("Plan Shares") of $.001 par value common stock ("Company Common
Stock") to certain of its creditors. 

        WHEREAS, pursuant to the terms of the Joint Plan, 50,000
additional Plan Shares (the "Additional Plan Shares") were issued on or before
January 31, 2005. The Plan Shares were issued and the Additional Plan Shares,
when issued will be issued, pursuant to Section 1145(a)(1)(A) of the Bankruptcy
Code and accordingly are not, and as the case may be, will not be subject to the
statutory restrictions on transferability, except those set forth in Section
1145 of the Bankruptcy Code or otherwise applicable federal law. 


        WHEREAS, there are 1,250,000 shares of Company Common
Stock outstanding.

        WHEREAS, the Sellers collectively own or have the authority
to transfer all of the shares of First Capital, as set forth on Schedule I
hereto (the "First Capital Shares").

        WHEREAS, prior to the Effective Date, First Capital shall own
all of the issued and outstanding equity of Guizhou YiBai
Xingye Pharmaceutical Co., Ltd., a company organized under the laws of the
Peoples Republic of China.

        WHEREAS, the Company desires to acquire from Sellers, and
Sellers desire to sell to the Company, the First Capital Shares in exchange (the
"Exchange") for the issuance by the Company of the number of shares of Company
Common Stock set forth on Schedule I hereto, (the "Company Shares"). The Company
Shares shall be issued to the Sellers and their designees, on the terms and
conditions set forth herein. If however, the Company issues Additional Plan
Shares, the Company shall issue a proportional number of Company Shares to the
Sellers or their designees.



        WHEREAS, the Shareholder owns approximately seventy percent
(70%) of the outstanding Company Common Stock and will benefit from the
transactions contemplated herein.

        WHEREAS, simultaneously herewith, pursuant to the terms of an
Exchange Agreement (the "PTI Agreement") the Company desires to acquire from the
shareholders (the "PTI Holders") of ProteomTech, Inc., a Delaware corporation
("PTI") all of shares of PTI (the "PTI Shares") and the PTI Holders desire to
sell to the Company, all of the PTI Shares in exchange (the "PTI Exchange") for
the issuance by the Company of an aggregate of Company Shares set forth on
Schedule I to the PTI Agreement.

        WHEREAS, the Closing (defined below) is expressly conditioned
upon the closing of the PTI Exchange.

        WHEREAS, after giving effect to the PTI Exchange there shall
be 12,755,102 shares of Company Common Stock outstanding.

        NOW, THEREFORE, in consideration of the premises and of the
mutual representations, warranties and agreements set forth herein, the parties
hereto agree as follows:

ARTICLE I

THE EXCHANGE 

        1.1 The Exchange. Subject to
the terms and conditions of this Agreement, on the Closing Date (as hereinafter
defined):

            (a) the Company shall issue and deliver to each of the
Sellers and/or their designees the number of authorized but unissued shares of
Company Common Stock set forth opposite such Seller's and designee's names set
forth on Schedule I hereto, and 

            (b) each Seller agrees to deliver to the Company, the number
of duly endorsed certificates representing the First Capital Shares set forth
opposite such Seller's name on Schedule I hereto.

        1.2 Time and Place of Closing.
The closing of the transactions contemplated hereby (the "Closing") shall take
place at the offices of Troy & Gould on June __, 2005 (the "Closing Date") at
10:00 a.m., or at such place and time as mutually agreed upon by the parties
hereto.

        1.3 Effective Time. The
Exchange shall become effective (the "Effective Time") at such time as all of
the conditions to set forth in Article VII hereof have been satisfied or waived
by the Parties hereto.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND

THE SHAREHOLDER

        The Company and the Shareholder, solely as to the period from
November 29, 2004, the confirmation date of the Joint Plan, through the Closing
Date, severally represent and warrant to First Capital and each of the Sellers
that now and/or as of the Closing:

        2.1 Due Organization and
Qualification; Due Authorization. 

            (a) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, with full
corporate power and authority to own, lease and operate its respective business
and properties and to carry on its business in the places and in the manner as
presently conducted or proposed to be conducted. The Company is in good standing
as a foreign corporation in each jurisdiction in which the properties owned,
leased or operated, or the business conducted, by it requires such qualification
except for any such failure, which when taken together with all other failures,
is not likely to have a material adverse effect on the business of the Company.

            (b) The Company does not own, directly or indirectly, any
capital stock, equity or interest in any corporation, firm, partnership, joint
venture or other entity.

            (c) The Company has all requisite corporate power and
authority to execute and deliver this Agreement, and to consummate the
transactions contemplated hereby and thereby. The Company has taken all
corporate action necessary for the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby, and this Agreement
constitutes the valid and binding obligation of the Company, enforceable against
the Company in accordance with its respective terms, except as may be affected
by bankruptcy, insolvency, moratoria or other similar laws affecting the
enforcement of creditors' rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.

        2.2 No Conflicts or Defaults.
The execution and delivery of this Agreement by the Company and the consummation
of the transactions contemplated hereby do not and shall not (a) contravene the
Certificate of Incorporation or By-laws of the Company or (b) with or without
the giving of notice or the passage of time (i) violate, conflict with, or
result in a breach of, or a default or loss of rights under, any material
covenant, agreement, mortgage, indenture, lease, instrument, permit or license
to which the Company is a party or by which the Company is bound, or any
judgment, order or decree, or any law, rule or regulation to which the Company
is subject, (ii) result in the creation of, or give any party the right to
create, any lien, charge, encumbrance or any other right or adverse interest
("Liens") upon any of the assets of the Company, (iii) terminate or give any
party the right to terminate, amend, abandon or refuse to perform, any material
agreement, arrangement or commitment to which the Company is a party or by which
the Company's assets are bound, or (iv) accelerate or modify, or give any party
the right to accelerate or modify, the time within which, or the terms under
which, the Company is to perform any duties or obligations or receive any rights
or benefits under any material agreement, arrangement or commitment to which it
is a party.

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        2.3 Capitalization. The
authorized capital stock of the Company immediately prior to giving effect to
the transactions contemplated hereby consists of 50,000,000 shares of which
40,000,000 have been designated as Company Common Stock and 10,000,000 shares
have been designed as preferred stock, $.001 par value ("Preferred Stock"). As
of the date hereof, there are 450,000, shares of Company Common Stock issued and
outstanding and no shares of Preferred Stock outstanding. All of the outstanding
shares of Company Common Stock are, and the Company Shares when issued in
accordance with the terms hereof, will be, duly authorized, validly issued,
fully paid and nonassessable, and have not been or, with respect to the Company
Shares will not be issued in violation of any preemptive right of stockholders.
Except as provided for in the Joint Plan, there is no outstanding voting trust
agreement or other contract, agreement, arrangement, option, warrant, call,
commitment or other right of any character obligating or entitling the Company
to issue, sell, redeem or repurchase any of its securities, and there is no
outstanding security of any kind convertible into or exchangeable for Company
Common Stock. The Company has not granted registration rights to any person.

        2.4 No Assets or Liabilities.
The Company does not have any (a) assets of any kind or (b) liabilities or
obligations, whether secured or unsecured, accrued, determined, absolute or
contingent, asserted or unasserted or otherwise.

        2.5 Taxes. The Company has
filed all United States federal, state, county and local returns and reports
which were required to be filed on or prior to the date hereof in respect of all
income, withholding, franchise, payroll, excise, property, sales, use,
value-added or other taxes or levies, imposts, duties, license and registration
fees, charges, assessments or withholdings of any nature whatsoever (together,
"Taxes"), and has paid all Taxes (and any related penalties, fines and interest)
which have become due pursuant to such returns or reports or pursuant to any
assessment which has become payable, or, to the extent its liability for any
Taxes (and any related penalties, fines and interest) has not been fully
discharged, the same have been properly reflected as a liability on the books
and records of the Company and adequate reserves therefore have been
established. 

        2.6 Indebtedness; Contracts; No
Defaults. The Company has no material instruments, agreements, indentures,
mortgages, guarantees, notes, commitments, accommodations, letters of credit or
other arrangements or understandings, whether written or oral, to which the
Company is a party. 

        2.7 Real Property. The Company
does not own or lease any real property.

        2.8 Compliance with Law. The
Company is in compliance with all applicable federal, state, local and foreign
laws and regulations relating to the protection of the environment and human
health. There are no claims, notices, actions, suits, hearings, investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened
against the Company that are based on or related to any environmental matters or
the failure to have any required environmental permits, and there are no past or
present conditions that the Company has reason to believe are likely to give
rise to any material liability or other obligations of the Company under any
environmental laws.

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        2.9 Permits and Licenses. The
Company has all certificates of occupancy, rights, permits, certificates,
licenses, franchises, approvals and other authorizations as are reasonably
necessary to conduct its respective business and to own, lease, use, operate and
occupy its assets, at the places and in the manner now conducted and operated,
except those the absence of which would not materially adversely affect its
respective business. 

        2.10 Litigation. Except for any
continuing obligations of the Company under the Joint Plan, there is no claim,
dispute, action, suit, proceeding or investigation pending or, to the knowledge
of the Company, threatened, against or affecting the business of the Company, or
challenging the validity or propriety of the transactions contemplated by this
Agreement, at law or in equity or admiralty or before any federal, state, local,
foreign or other governmental authority, board, agency, commission or
instrumentality, nor to the knowledge of the Company, has any such claim,
dispute, action, suit, proceeding or investigation been pending or threatened,
during the twelve month period preceding the date hereof. Except for the Joint
Plan, there is no outstanding judgment, order, writ, ruling, injunction,
stipulation or decree of any court, arbitrator or federal, state, local, foreign
or other governmental authority, board, agency, commission or instrumentality,
against or materially affecting the business of the Company. The Company has not
received any written or verbal inquiry from any federal, state, local, foreign
or other governmental authority, board, agency, commission or instrumentality
concerning the possible violation of any law, rule or regulation or any matter
disclosed in respect of its business.

        2.11 Insurance. The Company
does not currently maintain any form of insurance.

        2.12 Bankruptcy Proceedings.
The Joint Plan complies with the applicable provisions of the Bankruptcy Code,
in satisfaction of Bankruptcy Code Section 1129(a)(1). The transactions
contemplated hereby are set forth in the Joint Plan and the Joint Plan has been
approved and confirmed under Bankruptcy Code Section 1129 in its entirety on
November 29, 2004.

        2.13 Patents; Trademarks and
Intellectual Property Rights. The Company does not own or possesses any
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, Internet web site(s) or proprietary rights of any nature.

        2.14 Brokers. All negotiations
relative to this Agreement and the transactions contemplated hereby have been
carried out by the Company directly with the Sellers without the intervention of
any Person on behalf of the Company in such a manner as to give rise to any
valid claim by any Person against any Seller for a finder's fee, brokerage
commission or similar payment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF FIRST CAPITAL

        First Capital represents and warrants to the Company that now
and/or as of the Closing:

        3.1 Due Organization and
Qualification; Subsidiaries; Due Authorization. 

            (a) First Capital is a company duly organized, validly
existing and in good standing under the laws of British Virgin Islands, with
full corporate power and authority to own, 

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lease and operate its business and
properties and to carry on its business in the places and in the manner as
presently conducted or proposed to be conducted. First Capital is in good
standing as a foreign corporation in each jurisdiction in which the properties
owned, leased or operated, or the business conducted, by it requires such
qualification except for any such failure, which when taken together with all
other failures, is not likely to have a material adverse effect on the business
of First Capital.

            (b) First Capital does not own, directly or indirectly, any
capital stock, equity or interest in any corporation, firm, partnership, joint
venture or other entity, other than those (each, a "Subsidiary" and together,
the "Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule. Except as
set forth in Item 3.1 of the Disclosure Schedule, each Subsidiary is wholly
owned by First Capital, all the outstanding equity interest in each Subsidiary
are owned free and clear of all liens, there is no contract, agreement,
arrangement, option, warrant, call, commitment or other right of any character
obligating or entitling First Capital to issue, sell, redeem or repurchase any
of its securities, and there is no outstanding security of any kind convertible
into or exchangeable for securities of First Capital.

            (c) First Capital has all requisite power and authority to
execute and deliver this Agreement, and to consummate the transactions
contemplated hereby and thereby. First Capital has taken all corporate action
necessary for the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby, and this Agreement constitutes the
valid and binding obligation of First Capital, enforceable against First Capital
in accordance with its terms, except as may be affected by bankruptcy,
insolvency, moratoria or other similar laws affecting the enforcement of
creditors' rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought. 

        3.2 No Conflicts or Defaults.
The execution and delivery of this Agreement by First Capital and the
consummation of the transactions contemplated hereby do not and shall not (a)
contravene the governing documents of First Capital, or (b) with or without the
giving of notice or the passage of time, (i) violate, conflict with, or result
in a breach of, or a default or loss of rights under, any material covenant,
agreement, mortgage, indenture, lease, instrument, permit or license to which
First Capital is a party or by which First Capital or any of its respective
assets are bound, or any judgment, order or decree, or any law, rule or
regulation to which its assets are subject, (ii) result in the creation of, or
give any party the right to create, any lien upon any of the assets of First
Capital, (iii) terminate or give any party the right to terminate, amend,
abandon or refuse to perform any material agreement, arrangement or commitment
to which First Capital is a party or by which First Capital or any of its assets
are bound, or (iv) accelerate or modify, or give any party the right to
accelerate or modify, the time within which, or the terms under which First
Capital is to perform any duties or obligations or receive any rights or
benefits under any material agreement, arrangement or commitment to which it is
a party.

        3.3 Capitalization. First
Capital has 50,000,000 shares of common stock authorized. Prior to giving effect
to the transactions contemplated hereby there were 500,000 shares of common
stock issued and outstanding as of the date hereof. All of the outstanding
shares of First Capital are duly authorized, validly issued, fully paid and
nonassessable, and have not been or, with respect to First Capital Shares, will
not be transferred in violation of any rights of third 

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parties. The First
Capital Shares are not subject to any preemptive or subscription right, any
voting trust agreement or other contract, agreement, arrangement, option,
warrant, call, commitment or other right of any character obligating or
entitling First Capital to issue, sell, redeem or repurchase any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for Common Stock. All of the First Capital Shares are owned of
record and beneficially by the Seller free and clear of any liens, claims,
encumbrances, or restrictions of any kind.

        3.4 Financial Statements. First
Capital has delivered to the Company audited balance sheets of its wholly owned
subsidiary Guizhou YiBai Xingye Pharmaceutical Co., Ltd. First Capital at June
30, 2004 and the related statements of operations, stockholders' equity and cash
flows for the years then ended, including the notes thereto (the "Xingye
Financial Statements"). The Xingye Financial Statements, together with the notes
thereto, have been prepared in accordance with generally accepted accounting
principles applied on a basis consistent throughout all the years presented.
Such Statements present fairly the financial position of Xingye as of the dates
and for the years indicated. The books of account and other financial records of
First Capital and Xingye have been maintained in accordance with good business
practices. All of the financial statements to be delivered pursuant hereto will
be complete and accurate and present fairly the financial position of Xingye and
the results of its operations and changes in its financial positions as of the
dates and for the periods indicated as being covered thereby.

        3.5 Indebtedness; Contracts; No
Defaults.

            (a) Item 3.5 of the Disclosure Schedule sets forth a true,
complete and correct list of all material instruments, agreements, indentures,
mortgages, guarantees, notes, commitments, accommodations, letters of credit or
other arrangements or understandings, whether written or oral, to which Xingye
is a party (collectively, the "Agreements"). An agreement shall not be
considered material for the purposes of this Section 3.5(a) if it provides for
expenditures or receipts of less than $250,000 and has been entered into by
Xingye in the ordinary course of business. The Agreements constitute all of the
contracts, agreements, understandings and arrangements required for the
operation of the business. 

            (b) Except as disclosed in Item 3.5 of the Disclosure
Schedule, Xingye is not in breach in any material respect of, or in default in
any material respect under, any material contract, agreement, arrangement,
commitment or plan to which Xingye is a party, and no event or action has
occurred, is pending or is threatened, which, after the giving of notice,
passage of time or otherwise, would constitute or result in such a material
breach or material default by Xingye. Xingye has not received any notice of
default under any contract, agreement, arrangement, commitment or plan to which
it is a party, which default has not been cured to the satisfaction of, or duly
waived by, the party claiming such default on or before the date hereof.

        3.6 Compliance with Law. Each
of First Capital and Xingye are conducting its respective business in material
compliance with all applicable law, ordinance, rule, regulation, court or
administrative order, decree or process, or any requirement of insurance
carriers material to its business. Neither First Capital nor Xingye, has not
received any notice of violation or 

vii


claimed violation of any such law,
ordinance, rule, regulation, order, decree, process or requirement. 

        3.7 No Adverse Changes. Except
as set forth in Item 3.7 of the Disclosure Schedule, since inception, there has
not been (a) any material adverse change in the business, prospects, the
financial or other condition, or the respective assets or liabilities of Xingye
as reflected in the Xingye Financial Statements, (b) any material loss sustained
by Xingye, including, but not limited to any loss on account of theft, fire,
flood, explosion, accident or other calamity, whether or not insured, which has
materially and adversely interfered, or may materially and adversely interfere,
with the operation of Xingye's, business, (c) any event, condition or state of
facts, including, without limitation, the enactment, adoption or promulgation of
any law, rule or regulation, the occurrence of which materially and adversely
does or would affect the results of operations or the business or financial
condition of Xingye.

        3.8 Litigation.

            (a) Except as set forth in Item 3.8 of the Disclosure
Schedule, there is no claim, dispute, action, suit, proceeding or investigation
pending or threatened, against or affecting First Capital or Xingye or their
respective businesses or challenging the validity or propriety of the
transactions contemplated by this Agreement, at law or in equity or admiralty or
before any federal, state, local, foreign or other governmental authority,
board, agency, commission or instrumentality, has any such claim, dispute,
action, suit, proceeding or investigation been pending or threatened, during the
twelve month period preceding the date hereof;

            (b) there is no outstanding judgment, order, writ, ruling,
injunction, stipulation or decree of any court, arbitrator or federal, state,
local, foreign or other governmental authority, board, agency, commission or
instrumentality, against or materially affecting First Capital or Xingye; and
(c) Neither First Capital and Xingye have not received any written or verbal
inquiry from any federal, state, local, foreign or other governmental authority,
board, agency, commission or instrumentality concerning the possible violation
of any law, rule or regulation or any matter disclosed in respect of its
business.

        3.9 Brokers. Except as set
forth on Item 3.19 of the Disclosure Schedule, all negotiations relative to this
Agreement and the transactions contemplated hereby have been carried out by
First Capital directly with the Company without the intervention of any Person
in such a manner as to give rise to any valid claim by any Person for a finder's
fee, brokerage commission or similar payment.

ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE SELLERS

        Each Seller, severally, represents and warrants to the
Company and the Shareholder that now and/or as of the closing:

        4.1 Title to Shares. Such Seller is the legal and
beneficial owner of the First Capital Shares to be transferred to the Company by
such Seller, and upon consummation of the exchange contemplated herein, the
Company will acquire from such Seller good and marketable title to 

viii


such Shares,
free and clear of all Liens excepting only such restrictions upon transfer, if
any, as may be imposed by Applicable Law.

        4.2 Due Authorization. Each
Seller has all requisite power and authority to execute and deliver this
Agreement, and to consummate the transactions contemplated hereby and thereby.
This Agreement constitutes the valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms, except as may be
affected by bankruptcy, insolvency, moratoria or other similar laws affecting
the enforcement of creditors' rights generally and subject to the qualification
that the availability of equitable remedies is subject to the discretion of the
court before which any proceeding therefore may be brought.

        4.3 Purchase for Investment.

            (a) Each Seller is acquiring the Company Shares for
investment for such Seller's own account and not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and such Seller
has no present intention of selling, granting any participation in, or otherwise
distributing the same. Each Seller further represents that he does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Company Shares.

            (b) Each Seller understands that the Company Shares are not
registered under the Act on the ground that the sale and the issuance of
securities hereunder is exempt from registration under the Act pursuant to
Section 4(2) thereof, and that the Company's reliance on such exemption is
predicated on such Seller's representations set forth herein. Such Seller is an
"accredited investor" as that term is defined in Rule 501(a) of Regulation D
under the Act. 

        4.4 Investment Experience. Each
Seller acknowledges that he can bear the economic risk of its investment, and
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment in the Company
Shares.

        4.5 Information. The Sellers
have carefully reviewed such information as each Seller deemed necessary to
evaluate an investment in the Company Shares. To the full satisfaction of each
Seller, it has been furnished all materials that it has requested relating to
the Company and the issuance of the Company Shares hereunder, and each Seller
has been afforded the opportunity to ask questions of representatives of the
Company to obtain any information necessary to verify the accuracy of any
representations or information made or given to the Sellers. Notwithstanding the
foregoing, nothing herein shall derogate from or otherwise modify the
representations and warranties of the Company set forth in this Agreement, on
which each of the Sellers has relied in making an exchange of the First Capital
Shares for the Company Shares.

        4.6 Restricted Securities. Each
Seller understands that the Company Shares may not be sold, transferred, or
otherwise disposed of without registration under the Act or an exemption there
from, and that in the absence of an effective registration statement covering
the Company Shares or any available exemption from registration under the Act,
the Company Shares must be held indefinitely. Each Seller is aware that the
Company Shares may not be sold pursuant to Rule 144 promulgated under the Act
unless all of the conditions of that Rule are met. Among 

ix


the conditions for use
of Rule 144 may be the availability of current information to the public about
the Company.

        4.7 Schedules. All lists or
other statements, information or documents set forth in, attached to any
Schedule provided pursuant to this Agreement or delivered hereunder shall be
deemed to be representations and warranties by the Sellers with the same force
and effect as if such lists, statements, information and documents were set
forth herein. Any list, statement, document or any information set forth in,
attached to any Schedule provided pursuant to this Agreement or delivered
hereunder shall not be deemed to constitute disclosure for any other Schedule
provided pursuant to this Agreement unless specific cross reference is made.

        4.8 Representations and Warranties.
The representations and warranties of the Sellers included in this Agreement and
any list, statement, document or information set forth in, attached to any
Schedule provided pursuant to this Agreement or delivered hereunder, are true
and complete in all material respects and do not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements contained therein not misleading, under the
circumstance under which they were made. 

ARTICLE V

COVENANTS

        5.1 Further Assurances. Each of
the Parties shall use its reasonable commercial efforts to proceed promptly with
the transactions contemplated herein, to fulfill the conditions precedent for
such party's benefit or to cause the same to be fulfilled and to execute such
further documents and other papers and perform such further acts as may be
reasonably required or desirable to carry out the provisions of this Agreement
and to consummate the transactions contemplated herein.

ARTICLE VI

DELIVERIES

        6.1 Items to be delivered to the
Sellers prior to or at Closing by the Company. 

            (a) Certificate of Incorporation and amendments thereto,
By-laws and amendments thereto, certificate of good standing in the Company's
state of incorporation;

            (b) all applicable schedules hereto;

            (c) all minutes and resolutions of board of director and
shareholder meetings in possession of the Company;

            (d) shareholder list;

            (e) all financial statements and all tax returns in
possession of the Company;

            (f) resolution from the Company's Board appointing the
designees of the Sellers to the Company's Board of Directors;

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            (g) resolution from the Company's Board, and if applicable,
shareholder resolutions approving this transaction and authorizing the issuances
of the shares hereto;

            (h) letters of resignation from the Company's current
officers and directors to be effective upon Closing and after the appointments
described in this section; 

            (i) certificates representing 5,752,551 shares of the Company
Shares issued in the denominations as set forth opposite the respective names of
Sellers and/or their designees on Schedule I to this Agreement;

            (j) copy of the Joint Plan and Confirmation Order dated
November 29, 2004; and

            (k) any other document reasonably requested by the Sellers
that it deems necessary for the consummation of this transaction.

        6.2 Items to be delivered to the
Company prior to or at Closing by First Capital and the Sellers. 

            (a) all applicable schedules hereto;

            (b) instructions from First Capital appointing its designees
to the Company's Board of Directors;

            (c) share certificates and duly executed stock powers from
the Sellers transferring the number of First Capital Shares set forth opposite
their respective names on Schedule I to this Agreement to the Company;

            (d) resolutions from the Board of Directors of First Capital,
if applicable, and shareholder resolutions approving the transactions
contemplated hereby; 

            (e) certificate Incumbency from Overseas Management Company
Trust (B.V.I.) LTD., the Registered Agent of First Capital, regarding the
transfer of the shares;

            (f) all documentation evidencing the transfer of the equity
interest of Guizhou YiBai Xingye Pharmaceutical Co., Ltd. to First Capital.

            (g) any other document reasonably requested by the Company
that it deems necessary for the consummation of this transaction.

ARTICLE VII

CONDITIONS PRECEDENT

        7.1 Conditions Precedent to Closing.
The obligations of the Parties under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing, of each of the following conditions:

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            (a) That each of the representations and warranties of the
Parties contained herein shall be true and correct at the time of the Closing
date as if such representations and warranties were made at such time except for
changes permitted or contemplated by this Agreement.

            (b) That the Parties shall have performed or complied with
all agreements, terms and conditions required by this Agreement to be performed
or complied with by them prior to or at the time of the Closing; and

            (c) The PTI Exchange has closed.

        7.2 Conditions to Obligations of
Sellers. The obligations of Sellers shall be subject to fulfillment prior to
or at the Closing, of each of the following conditions: 

            (a) The Company shall have paid all of its the costs and
expenses associated with the acquisition of the First Capital Shares by the
Company; and

            (b) the Company shall have received all of the regulatory,
shareholder and other third party consents, permits, approvals and
authorizations necessary to consummate the transactions contemplated by this
Agreement.

        7.3 Conditions to Obligations of
the Company. The obligations of the Company shall be subject to fulfillment
at or prior to or at the Closing, of each of the following conditions:

            (a) IST Venture Limited , a Hong Kong company shall have
transferred all of the issued and outstanding equity of Guizhou YiBai Xingye
Pharmaceutical Co., Ltd. to First Capital.

            (b) First Capital and the Sellers shall have received all of
the regulatory, shareholder and other third party consents, permits, approvals
and authorizations necessary to consummate the transactions contemplated by this
Agreement.

ARTICLE VIII

INDEMNIFICATION

        8.1 Indemnity of the Company and
the Shareholder. The Company and the Shareholder severally agree as to
defend, indemnify and hold harmless each Seller from and against, and to
reimburse each Seller with respect to, all liabilities, losses, costs and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements (collectively the "Losses") asserted against or incurred by such
Seller by reason of, arising out of, or in connection with any material breach
of any representation or warranty contained in this Agreement made by the
Company or the Shareholder or in any document or certificate delivered by the
Company or the Shareholder pursuant to the provisions of this Agreement or in
connection with the transactions contemplated thereby. Any amounts paid pursuant
to this Section 8.1 shall be tendered by Shareholder, at its option, in either
cash in shares of the Company valued with reference to the closing bid price of
the shares one (1) business day prior to the payment date. Notwithstanding
anything herein to the contrary, the indemnification 

xii


obligations of the
Shareholder shall only apply to those matters occurring from the date of the
order confirming the Joint Plan by the Bankruptcy Court through the Closing
Date. 

        8.2 Indemnity of the Sellers.
Each of the Sellers severally, agrees to defend, indemnify and hold harmless the
Company and the Shareholder from and against, and to reimburse the Company and
the Shareholder with respect to, all Losses, including, without limitation,
reasonable attorneys' fees and disbursements, asserted against or incurred by
the Company or the Shareholder by reason of, arising out of, or in connection
with any material breach of any representation or warranty contained in this
Agreement and made by the applicable Seller or in any document or certificate
delivered by the applicable Seller pursuant to the provisions of this Agreement
or in connection with the transactions contemplated thereby, it being understood
that each Seller shall have responsibility hereunder only for the
representations and warranties made by such Seller. 

        8.3 Indemnification Procedure.
A party (an "Indemnified Party") seeking indemnification shall give prompt
notice to the other party (the "Indemnifying Party") of any claim for
indemnification arising under this Article VIII. The Indemnifying Party shall
have the right to assume and to control the defense of any such claim with
counsel reasonably acceptable to such Indemnified Party, at the Indemnifying
Party's own cost and expense, including the cost and expense of reasonable
attorneys' fees and disbursements in connection with such defense, in which
event the Indemnifying Party shall not be obligated to pay the fees and
disbursements of separate counsel for such in such action. In the event,
however, that such Indemnified Party's legal counsel shall determine that
defenses may be available to such Indemnified Party that are different from or
in addition to those available to the Indemnifying Party, in that there could
reasonably be expected to be a conflict of interest if such Indemnifying Party
and the Indemnified Party have common counsel in any such proceeding, or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying Party may employ separate counsel to represent or defend such
Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such Indemnified Party. No settlement of any such
claim or payment in connection with any such settlement shall be made without
the prior consent of the Indemnifying Party which consent shall not be
unreasonably withheld. 

ARTICLE IX

TERMINATION

        9.1 Termination. This Agreement
may be terminated at any time before or, at Closing, by:

            (a) The mutual agreement of the Parties;

            (b) Any party if:

                    (i) Any provision of this Agreement applicable to a party
shall be materially untrue or fail to be accomplished; or

                    (ii) Any legal proceeding shall have been instituted or shall
be imminently threatening to delay, restrain or prevent the consummation of this
Agreement; 

xiii



            (c) Upon termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this paragraph, each said
party shall bear all costs and expenses as each party has incurred. 

ARTICLE X

MISCELLANEOUS

        10.1 Survival of Representations,
Warranties and Agreements. All representations and warranties and statements
made by a party to in this Agreement or in any document or certificate delivered
pursuant hereto shall survive the Closing Date for one year. Each of the parties
hereto is executing and carrying out the provisions of this agreement in
reliance upon the representations, warranties and covenants and agreements
contained in this agreement or at the closing of the transactions herein
provided for and not upon any investigation which it might have made or any
representations, warranty, agreement, promise or information, written or oral,
made by the other party or any other person other than as specifically set forth
herein.

        10.2 Access to Books and Records.
During the course of this transaction through Closing, each party agrees to make
available for inspection all corporate books, records and assets, and otherwise
afford to each other and their respective representatives, reasonable access to
all documentation and other information concerning the business, financial and
legal conditions of each other for the purpose of conducting a due diligence
investigation thereof. Such due diligence investigation shall be for the purpose
of satisfying each party as to the business, financial and legal condition of
each other for the purpose of determining the desirability of consummating the
proposed transaction. The Parties further agree to keep confidential and not use
for their own benefit, except in accordance with this Agreement any information
or documentation obtained in connection with any such investigation.

        10.3 Further Assurances. If, at
any time after the Closing, the parties shall consider or be advised that any
further deeds, assignments or assurances in law or that any other things are
necessary, desirable or proper to complete the merger in accordance with the
terms of this agreement or to vest, perfect or confirm, of record or otherwise,
the title to any property or rights of the parties hereto, the Parties agree
that their proper officers and directors shall execute and deliver all such
proper deeds, assignments and assurances in law and do all things necessary,
desirable or proper to vest, perfect or confirm title to such property or rights
and otherwise to carry out the purpose of this Agreement, and that the proper
officers and directors the parties are fully authorized to take any and all such
action.

        10.4 Notice. All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:

                Attention:


                If to the Sellers:

				xiv

				
				
                At the respective addresses of the Sellers set forth 

				               
				on Schedule 1 hereto.

				                If to the Shareholder:

				                Halter Financial Group

				                12890 Hilltop Road

				               
				Argyle, Texas 76226

				               
				Attention: Timothy P. Halter

                r

				                If to First Capital:

                P.O. BOX 3152

                Road Town, Torrola

                British Virgin Islands

				                With a copy to:

				                Troy & Gould

				

				               
				1801 Century Park East, 26th Floor 

				               
				Los Angeles, California 900677

                Attention: David L. Ficksman, Esq.

				                If to the Company:

				                Halter Financial Group

                12890 Hilltop Road

				               
				Argyle, Texas 76226

				               
				Attention: Timothy P. Halter


        10.5 Entire Agreement. This
Agreement, the Disclosure Schedules and any instruments and agreements to be
executed pursuant to this Agreement, sets forth the entire understanding of the
parties hereto with respect to its subject matter, merges and supersedes all
prior and contemporaneous understandings with respect to its subject matter and
may not be waived or modified, in whole or in part, except by a writing signed
by each of the parties hereto. No waiver of any provision of this Agreement in
any instance shall be deemed to be a waiver of the same or any other provision
in any other instance. Failure of any party to enforce any provision of this
Agreement shall not be construed as a waiver of its rights under such provision.

        10.6 Successors and Assigns.
This Agreement shall be binding upon, enforceable against and inure to the
benefit of, the parties hereto and their respective heirs, administrators,
executors, personal representatives, successors and assigns, and nothing herein
is intended to confer any right, remedy or benefit upon any other person. This
Agreement may not be assigned by any party hereto except with the prior written
consent of the other parties, which consent shall not be unreasonably withheld.

xv



        10.7 Governing Law. This
Agreement shall in all respects be governed by and construed in accordance with
the laws of the State of California are applicable to agreements made and fully
to be performed in such state, without giving effect to conflicts of law
principles.

        10.8 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

        10.9 Construction. Headings
contained in this Agreement are for convenience only and shall not be used in
the interpretation of this Agreement. References herein to Articles, Sections
and Exhibits are to the articles, sections and exhibits, respectively, of this
Agreement. The Disclosure Schedule is hereby incorporated herein by reference
and made a part of this Agreement. As used herein, the singular includes the
plural, and the masculine, feminine and neuter gender each includes the others
where the context so indicates.

        10.10 Severability. If any
provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, this Agreement shall be interpreted and enforceable as
if such provision were severed or limited, but only to the extent necessary to
render such provision and this Agreement enforceable.

xvi


        IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the date first set forth above.

 

	 	CHINA RX HOLDINGS, INC., a
												Delaware Corporation
	 	 
	 	 
	 	 	By: /s/ Timothy P. Halter
	 	 	
		----------------------------------

	 	 	Timothy P. Halter, President
	 	
		

	 	FIRST CAPITAL ASIA
												INVESTMENTS 

		LIMITED, a British
												Virgin Islands company
	 	 
	 	 
	 	By: Lin's Investment Co.,
												Ltd., trustee of Zheng's Trust
		

	 	 
	 	 
	 	 	By: /s/ Xinli Li
	 	 	
		----------------------------------

	 	 	Xinli Li, Director
	 	 
	 	SELLER:
	 	Lin's Investment Co., Ltd.,
												trustee of Zheng's Trust 

		
	 	 
	 	 
	 	 	By: /s/ Xinli Li
	 	 	
		----------------------------------

	 	 	Xinli Li, Director


xvii


	 	SHAREHOLDER:
	 	 
	 	HALTER FINANCIAL GROUP, INC.,
												
a Texas corporation
	 	 
	 	 
	 	 	By: /s/ Timothy P. Halter
	 	 	
		----------------------------------

	 	 	Timothy P. Halter, President



xviii



SCHEDULE I




	
		Seller
	
	
		Lin's Investment Management Co., Ltd
	
		3,525,503.00 

		
	
		Seller's Designees
	
	
		Jun Bao
	
		52,931.00 

	
		Zhuangwu Li
	
		63,776.00 

	
		Xinli Lin
	
		10,969.00 

	
		Sean Wu
	
		46,046.00 

	
		Long Zhu
	
		1,403.00 

	
		Oklahom Medical Research Foundation
	
		1,786.00 

	
		Shili Wu
	
		64,668.00 

	
		Luyuan Li
	
		32,271.00 

	
		Daniel Medynski
	
		12,886.00 

	
		David A. Hagebush
	
		10,332.00 

	
		Marina Konakova
	
		11,608.00 

	
		Michelle A. LaFevre-Bernt
	
		8,929.00 

	
		Wayne Liu
	
		1,914.00 

	
		Michael Tuan
	
		1,914.00 

	
		Constant R. Marks
	
		1,914.00 

	
		Bo Yu
	
		2,296.00 

	
		Hongping Lang
	
		434,567.00 

	
		Hua Liu
	
		382,653.00 

	
		Weiguang Jian
	
		382,653.00 

	
		Zhiwei Wang
	
		191,327.00 

	
		Gang Li
	
		191,327.00 

	
		Yunfeng Zheng
	
		191,327.00 

	
		Jie Xue
	
		127,551.00 

		
	
		Total
	
		5,752,551





 

 

 

ITEM 3.1

SUBSIDIARIES 




Guizhou YiBai Xingye Pharmaceutical Co., Ltd.



ITEM 3.5

FINANCIAL STATEMENTS

None.

ITEM 3.6

INDEBTEDNESS; CONTRACTS; DEFAULTS

None.

ITEM 3.7

ADVERSE CHANGES

None.

ITEM 3.8

LITIGATION

None.

ITEM 3.9

BROKERS

None



 


ii