Exhibit 10.1

The Agreement  ("Agreement")  is entered into December 31, 2005 by the following
parties:

     Party A: 4 persons including and represented by Jiang Guoqing

          Address:  Flat 11, S. Bldg,  Jinjiang Shidai Garden, No. 107, Jinli W.
          Rd., Chengdu, Suzhuan, China
          Tel: 86-28-86158586
          Fascimile: 86-28-86136592
          Representative: JIANG, Guoqing
          Nationality: Chinese

     Party B: China Biopharmaceuticals Corporation.

          Address:  Palm Grove House, P.O. Box 438, Road Town, Tortola,  British
          Virgin Islands
          Mailing  address:  1601-8 Shanxi Rd., Bldg A, Jinshan Tower,  Nanjing,
          Jiangsu, China
          Tel: 86-20-83205758
          Fascimile: 86-20-83205759
          Representative: MAO, Peng
          Nationality: Canada

     (1)  Party A (consisting of 4 persons) is all the shareholders (For details
          of shareholders,  please see attached List of Shareholders) of Chengdu
          Tianyin  Pharmaceutical  Limited  Company  (Referred  to as  "Tianyin"
          hereafter), a legally registered limited liability company established
          according  to the laws of the  People's  Republic  of China  ("China")
          laws, who authorizes its representative Jiang Guoqing to represent all
          the  shareholders to sign this agreement (For details,  please see the
          Trust Deed); Party B is a legally registered limited liability company
          according to Law of British Virgin Islands..

     (2)  In Accordance with The Company Law of China, The Contract Law of China
          as well as other prevailing laws and regulations,  Party A and Party B
          hereby  agree to allow Party B assume  operation  control over Tianyin
          effective the date of this Agreement and to make investment in Tianyin


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          so that Tianyin will become a  foreign-invested  company  according to
          Chinese laws (Referred to as the "Joint Venture" hereafter).

     (3)  The Joint Venture will maintain its original business scope of Tianyin

     (4)  If the remaining issues regarding the operation and development of the
          Joint Venture  related to this  cooperation are not fully provided for
          in detail in this agreement,  the both parties will make supplementary
          provisions and conduct negotiations to resolve the issues according to
          the relevant  regulations and specified  principles  stipulated within
          this agreement.

     1    Representations and Warranties

     1.1  The  representations  and warranties  jointly made by the both parties
     are listed as follows:

     (1)  The both parties  have all the  relevant  legal right and capacity and
          are qualified for signing and implementation of this Agreement, and at
          the same time, the sign and  implementation of this Agreement will not
          violate  any or all the legal  documents  such as  regulations  on the
          Company  Regulation,  Contract and  Agreement  which  imposes  certain
          restrictions on it.

     (2)  The both parties have already carried out all the required  actions or
          will do so, to obtain the consent, approval,  authorization and permit
          required by signing and implementation of this Agreement.

     (3)  In keeping with the principles of reliability  and  creditability  and
          responsibility, both parties will make utmost efforts to work in close
          cooperation to promote the smooth  implementation  of this  Agreement.
          The  parties  will  follow  the   principles  set  forth  within  this
          Agreement, and will not impede the implementation of this Agreement.

     The representations and warranties of Party A

     1.2  The  representations  and warranties that Party A makes to Party B are
     listed as follows:


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     (1)  All  the  materials  having  been  or to be  provided  by  Party A are
          authentic, complete, accurate with no misleading information.

     (2)  The registered capital of Tianyin has been fully contributed;  Tianyin
          owns the legal ownership and use rights of the total assets.

     (3)  Tianyin has obtained  necessary  rights and  permits,  authorizations,
          approvals and consent required for  pharmaceutical  content production
          and  business  operation.  The  business  scope of Tianyin does not go
          beyond  the  operational  scope  approved  as well as the rules of its
          articles.

     (4)  Its financials statements as audited by its auditing firm according to
          the US GAAP are true and correct and fairly  represent  the  operation
          results of Tianyin..

     (5)  Party A shall disclose all the mortgage of assets, sponsor and related
          lawsuits and arbitration as well as administrative  penalties to which
          Party A is subject.

     (6)  Additional Representations and Warranties:

          i.   There will be no material  change in the  contributed  assets and
               debt of Tianyin  and Party A will  maintain  normal cash flow for
               the operational activities;

     1.3  The  representations  and warranties that Party B makes to Party A are
     listed as follows:

     (1)  All  the  materials  having  been  or to be  provided  to  party A are
          authentic, timely and complete.

     (2)  Party  B  recognizes  all  the  contracts  entered  into  before  this
          Agreement,  and will  cause  the Joint  Venture  to duly  fulfill  the
          implementation of this Agreement.

     2    Operation Control and Investment

     2.1  The  scope of the  capital  assets of this  cooperation  refers to the
     total assets appearing on the financials of Tianyin.


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     2.2. As of the  date  of this  Agrement,  Party B  shall  assume  the  full
     operation control of Party A, including  wothout  limitation all aspects of
     Tianyin's business operation, production, distribution and sale of products
     and shall have the  complete  power to appoint  and  change  Tianyin's  top
     management  staff and executives.  Party B shall also nominate  majority of
     Party A's board members including its chairman.

     2.3. The total  consideration  for the  operation  control  and  the 51% of
     Tianyin  shall be  3,000,000  shares of common  stock of Party B's  parent,
     China Biopharmaceuticals Holdings, Inc. valued at US$1.00 per share payable
     immediately  to Party A and an  additional  investment  into Tianyin to the
     amount of US$2,000,000  as additional  capital  contribution  into Tianyin.
     Such  additional  capital  contribution  shall  be  treated  as  additional
     registered  capital.  After the  completion  of  investment  from  Party B,
     Tianyin will become a foreign-invested  company with Party A holding 49% of
     the  total  shares  and  Party  B holds  51 % of the  total  shares  of the
     foreign-invested Company.

     3    Arrangement of the transaction

     3.1  Party B shall pay  US$2,000,000 in cash to the Joint Venture.  Party B
     hereby  agrees with Party A that within 30 working  days after the auditing
     result  is  completed  Party B will  remit  US$  1,000,  000 in cash to the
     Foreign  Currency  Bank  Account of the Joint  Venture,  and will remit the
     remaining  US$1,  000, 000 in cash to the Foreign  Currency Bank Account of
     the Joint  Venture  within 60 working  days after  obtaining  the  business
     license of the Joint Venture.

     3.3  Within 30 working days after this  agreement is signed,  Party B shall
     distribute  3,000,000  shares of common  stock of China  Biopharmaceuticals
     Holdings Inc. to Party A or its designated parties.

     3.4  Arrangement of rewards

     (1)  Under  the  precondition  that  the  Joint  Venture  accomplishes  the
          performance  requirements by generating audited after tax profit of no
          less than  US$3,000,000  at the year ended December 31, 2006.  Party B


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          shall distribute  300,000 shares of its common stock to Party A or its
          assigned natural person or legal  representative after filing the year
          2006's annual report.

     4    Repayment of Shareholders' loan

     The Joint Venture undertakes USD$ 2,000,000  liability owes to Party A, and
Joint Venture will  distribute  USD$1,000,000  to Party A within 45 working days
after  obtaining  the business  license of the Joint  Venture to  eliminate  the
liability.  The remaining  USD$1,000,000 will distribute to Party A from the net
profit after income tax of Joint  Venture  within 3 year period after  obtaining
the business license of the Joint Venture to eliminate the liability.

     5    The board of directors of the Joint Venture

     5.1  The board of directors of the Joint Venture  consists of five or seven
     persons, two or three of whom are appointed by Party A and three or four of
     whom  are  appointed  by  Party B. The  chief  financial  officer  shall be
     appointed by party B.

     5.2  The  important events of the Joint Venture shall be voted and approved
     by 75% of the total directors of the board,  and the important events shall
     mainly include but not limited to the followings:

     (1)  Modification of article of the Joint Venture.

     (2)  Disposal of all the key assets of the Joint Venture.

     (3)  Change of structure of managerial level.

     (4)  External sponsorship, mortgages, hypothecation and loans.

     (5)  Determine  the  operational  plan  and  investment  plan of the  Joint
          Venture.

     (6)  Others related to the key  development  plans and  orientations of the
          Joint Venture.

     (7)  The insider  transactions  among the company,  shareholders  and other
          relevant parties.

     6    Others


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     6.1  This  agreement  is not allowed to be  terminated  by one side without
     breach, and shall be governed by Chinese laws.

     6.2  If any of the parties breaches the agreement,  the non-breaching party
     has rights to ask the breaching  party for  compensations  due to breach of
     agreement.

     6.3  If the  proposal,  contracts and articles  having been signed  between
     Party A and Party B and having been delivered to the relevant  governmental
     organizations  for  inspection  and approval and this  agreement  signed is
     found to have different interpretation, this agreement shall take effect.

     6.4  If any dispute arises  between the two parties,  the  dispute shall be
     negotiated  and settled within 30 working days. If the  negotiation  fails,
     the two  parties  can go to the Chinese  International  Economic  and Trade
     Arbitration Committee to have arbitration.

     6.5  For  issues fails to be mentioned in this  agreement,  the two parties
     may sign  supplementary  agreement  or  attachment,  which forms  effective
     components of this agreement with the same legal effect.

     6.6  This  agreement  is in  quadruplicate,  with two  copies  held by each
     party.


     Party A: 4 persons including and represented by Jiang Guoqing
     Authorized representative:

     Party B: China Biopharmaceuticals Holdings Inc.
     Authorized representative:





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