EXHIBIT 4.5

                        AGREEMENT DATED JANUARY 19, 2005


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                      DATED THE 19TH DAY OF JANUARY, 2005.



                        GOOD ACHIEVE INVESTMENTS LIMITED
                       PROFIT SPRING INTERNATIONAL LIMITED
                              ANMER CAPITAL LIMITED
                          DUNKLEY INTERNATIONAL LIMITED
                             NATION EXPRESS LIMITED
                                  (as Vendors)

                                   HAN HONG LU
                                    MA LEUNG
                                     ALAN LI
                                  CHEN MING YOU
                                   GUO JIANJUN
                                 (as Warrantors)

                              CHINA PHARMACEUTICALS
                            INTERNATIONAL CORPORATION
                                 (as Purchaser)

                                       and

                            DICHAIN HOLDINGS LIMITED
                                 (as Guarantor)

                     ---------------------------------------


                                A G R E E M E N T

                     ---------------------------------------





                            JOHNNY K. K. LEUNG & CO.,
                             Solicitors & Notaries,
                        16/F., The Chinese Bank Building,
                           61 Des Voeux Road Central,
                                   Hong Kong.


                              Ref.:- D-22896-04-JL


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THIS AGREEMENT is made the 19th day of January, 2005

BETWEEN

1        GOOD ACHIEVE INVESTMENTS LIMITED, a company incorporated in the British
         Virgin  Islands  whose  registered  office is situate at the offices of
         Offshore  Incorporation  Limited, P. O. Box 957, Offshore Incorporation
         Centre, Road Town, Tortola, British Virgin Islands ("GOOD ACHIEVE");

2        PROFIT SPRING  INTERNATIONAL  LIMITED,  a company  incorporated  in the
         British  Virgin  Islands  whose  registered  office is  situate  at the
         offices of  Offshore  Incorporation  Limited,  P. O. Box 957,  Offshore
         Incorporation  Centre,  Road  Town,  Tortola,  British  Virgin  Islands
         ("PROFIT SPRING");

3        ANMER CAPITAL  LIMITED,  a company  incorporated  in the British Virgin
         Islands  whose  registered  office is situate at the offices of Trident
         Trust Company (B.V.I.) Limited,  Trident Chambers,  P. O. Box 146, Road
         Town, Tortola, British Virgin Islands ("ANMER");

4        DUNKLEY  INTERNATIONAL  LIMITED, a company  incorporated in the British
         Virgin  Islands  whose  registered  office is situate at the offices of
         Trident Trust Company (B.V.I.)  Limited,  Trident  Chambers,  P. O. Box
         146, Road Town, Tortola, British Virgin Islands ("DUNKLEY");

5        NATION EXPRESS  LIMITED,  a company  incorporated in the British Virgin
         Islands  whose  registered  office is situate at the offices of Trident
         Trust Company (B.V.I.) Limited,  Trident Chambers,  P. O. Box 146, Road
         Town, Tortola, British Virgin Islands ("NATION EXPRESS");

         (Good  Achieve,  Profit Spring,  Anmer,  Dunkley and Nation Express are
         hereinafter  collectively  referred to as the "VENDORS" or individually
         as the "VENDOR")

6        HAN HONG LU (holder of PRC  Identity  Card  No.330104580914161)  of 172
         Kaixuan Lu, Jianggan District,  Hangzhou City,  Zhejiang Province,  PRC
         ("MR. HAN");

7        MA LEUNG  (holder of Hong Kong  Identity  Card  No.K968915(A))  of Room
         4905,  Office Tower,  Convention Plaza, 1 Harbour Road,  Wanchai,  Hong
         Kong ("MR. MA");

8        ALAN LI (holder of Hong Kong Identity Card No.P544292(1)) of 6D Borita,
         134-143 Third Street, Sai Ying Pun, Hong Kong ("MR. LI");

9        CHEN MING YOU (holder of PRC Identity Card  No.420106581220083) of Room
         801,  Block 2 Defu Yuan (Zone A), Dexing  Garden,  Shenzhen,  Guangdong
         Province, PRC ("MR. CHEN")

10       GUO JIANJUN  (holder of Hong Kong Identity Card  No.P918183(4))  of 5th
         Floor,


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         Yee Kan Court, 12 Swatow Street, Wanchai, Hong Kong ("MR. GUO")

         (Mr.  Han,  Mr.  Ma,  Mr.  Li,  Mr.  Chen and Mr.  Guo are  hereinafter
         collectively  referred  to as  the  "WARRANTORS"  or  individually  the
         "WARRANTOR");

11       CHINA PHARMACEUTICALS INTERNATIONAL CORPORATION, a company incorporated
         in the British  Virgin  Islands whose  registered  office is situate at
         Palm Grove House,  P.O. Box 438,  Road Town,  Tortola,  British  Virgin
         Islands  and which has a  correspondence  address in Hong Kong at Units
         3207-08,  32nd Floor,  West Tower,  Shun Tak Centre,  168-200 Connaught
         Road Central, Hong Kong (the "PURCHASER");

12       DICHAIN HOLDINGS  LIMITED whose  registered  office is situate at Units
         3207-8,  32/F,  West Tower,  Shun Tak Centre,  168-200  Connaught  Road
         Central, Hong Kong (the "GUARANTOR").


RECITALS :-

(A)      This  Agreement is entered into pursuant to a deed of  settlement  (the
         "DEED  OF  SETTLEMENT")  of even  date  among  the  parties  hereto  to
         implement the terms of the settlement as referred to therein.

(B)      Good Achieve is the registered  and beneficial  owner of the First Sale
         Shares (as defined below).

(C)      Profit Spring is the registered and beneficial owner of the Second Sale
         Shares (as defined below).

(D)      Anmer is the registered  and beneficial  owner of the Third Sale Shares
         (as defined below).

(E)      Dunkley is the  registered  and  beneficial  owner of the  Fourth  Sale
         Shares (as defined below).

(F)      Nation Express is the registered and beneficial owner of the Fifth Sale
         Shares (as defined below).

(G)      Mr. Han is the  registered  and  beneficial  owner of the entire issued
         share capital of Anmer.  Mr. Ma is the registered and beneficial  owner
         of the  entire  issued  share  capital of Good  Achieve.  Mr. Li is the
         registered and  beneficial  owner of the entire issued share capital of
         Dunkley.  Mr. Chen is the registered and beneficial owner of the entire
         issued share capital of Profit  Spring.  Mr. Guo is the  registered and
         beneficial owner of the entire issued share capital of Nation Express.

(H)      China Pharmaceuticals Corporation ("CPC") was a company incorporated in
         the State of Delaware, the United States. It was re-incorporated in the
         British Virgin  Islands by


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         a merger with its  subsidiary,  namely,  the Purchaser,  in  accordance
         with the  applicable  laws of the State of Delaware and British  Virgin
         Islands (the "MERGER") as a result of which:

         (1)     the Purchaser became the surviving entity of the Merger and CPC
                 has ceased its corporate existence;

         (2)     by operation of law, all rights, interests and obligations were
                 transferred to and assumed by the Purchaser  to the same extent
                 and  effect  as  such  were of CPC and the Purchaser before the
                 Merger;

         (3)     all shares  of CPC were converted to shares of the Purchaser on
                 the effect date of the Merger, namely, 9 August 2004; and

         (4)     the shares of the Purchaser are  traded on the  Stock  Exchange
                 (as defined below)

(I)      The Vendors have agreed with the Purchaser for the sale and purchase of
         the First Sale Shares,  the Second Sale Shares,  the Third Sale Shares,
         Fourth Sale Shares and Fifth Sale Shares under the terms and conditions
         hereinafter appearing.

(J)      The  Guarantor  is  the  single  largest  ultimate  shareholder  of the
         Purchaser.  The  Guarantor  agrees to provide a guarantee in accordance
         with Clause 6.2(j).

IT IS HEREBY AGREED as follows :-

1.       PURPOSE AND DEFINITIONS

1.1      This Agreement sets out the terms  and conditions  under and subject to
which the Vendors  shall sell and the  Purchaser  shall  purchase the First Sale
Shares,  the Second Sale Shares,  the Third Sale Shares,  the Fourth Sale Shares
and the Fifth Sale Shares.

1.2      The  Schedules to this Agreement  shall form part of this Agreement and
shall have the same force and effect as if expressly set out in the body of this
Agreement  and any  reference  to  this  Agreement  shall,  unless  the  context
otherwise requires, include such Schedules.

1.3      In this Agreement the following expressions shall,  unless the  context
otherwise requires, have the following respective meanings:

EXPRESSION                                  MEANING

"COMPANY"                                   Sheung Tai  Investments  Limited,  a
                                            company  incorporated in the British
                                            Virgin Islands, particulars of which
                                            are  set out in the  First  Schedule
                                            hereto.

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"COMPLETION"                                Completion  of the sale and purchase
                                            of the First Sale Shares, the Second
                                            Sale Shares,  the Third Sale Shares,
                                            the Fourth Sale Shares and the Fifth
                                            Sale Shares pursuant to Clause 5.

"COMPLETION DATE"                           The date of Completion in accordance
                                            with Clause 5.

"CONSIDERATION SHARES"                      1,000  ordinary  shares  of  US$1.00
                                            each  in  the capital of the Company
                                            or any of such shares.

"CPC"                                       China Pharmaceuticals Corporation, a
                                            company  incorporated  in  Delaware,
                                            United States of America,  which has
                                            ceased its corporate existence since
                                            the effective date of the Merger.

"ENCUMBRANCES"                              Any mortgage,  charge, pledge, lien,
                                            hypothecation or other  encumbrance,
                                            priority   or   security   interest,
                                            option,  claim,  defect or equity of
                                            any kind whatsoever, or any deferred
                                            purchase, title retention,  leasing,
                                            sale  and  repurchase  or  sale  and
                                            lease back  arrangement  whatsoever,
                                            or  any  agreement   therefor,   and
                                            "encumber"    shall   be   construed
                                            accordingly.

"FIFTH SALE SHARES"                         All  such  shares  of  the Purchaser
                                            held  by  Nation  Express into which
                                            830,893 ordinary shares of US$0.0001
                                            each in the capital of CPC had  been
                                            converted  pursuant to the Merger.

"FIRST SALE SHARES"                         All such  shares  of  the  Purchaser
                                            held  by  Good  Achieve  into  which
                                            3,005,064    ordinary    shares   of
                                            US$0.0001 each in the capital of CPC
                                            had been  converted  pursuant to the
                                            Merger.

"FOURTH SALE SHARES"                        All such  shares  of  the  Purchaser
                                            held by Dunkley into which 1,357,125
                                            ordinary shares of US$0.0001 each in
                                            the   capital   of  CPC   had   been
                                            converted pursuant to the Merger.

"GOOD ACHIEVE'S SOLICITORS"                 Messrs. Fong & Ng, Solicitors, Suite
                                            1101, 11th Floor,  Nine Queen's Road
                                            Central, Hong Kong.

"MERGER"                                    The merger process  undergone by CPC
                                            and the  Purchaser  as a  result  of
                                            which  the   Purchaser   became  the
                                            surviving     entity,     as    more
                                            particularly  described  in  Recital
                                            (H).

"PURCHASER'S SOLICITORS"                    Messrs.  Johnny  K.  K. Leung & Co.,
                                            Solicitors  &


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                                            Notaries,  16th  Floor,  The Chinese
                                            Bank  Building,  61 Des  Voeux  Road
                                            Central, Hong Kong.

"PRC"                                       The People's Republic of China

"SALE SHARES"                               Any of the First Sale Shares, Second
                                            Sale  Shares,   Third  Sale  Shares,
                                            Fourth  Sale  Shares  and Fifth Sale
                                            Shares.

"SEC"                                       The   Securities   and      Exchange
                                            Commission of the United States.

"SECOND                                     SALE  SHARES" All such shares of the
                                            Purchaser held by Profit Spring into
                                            which  2,248,028  ordinary shares of
                                            US$0.0001 each in the capital of CPC
                                            had been  converted  pursuant to the
                                            Merger.

"STOCK EXCHANGE"                            The OTC Bulletin Board

"THIRD                                      SALE  SHARES" All such shares of the
                                            Purchaser  held by Anmer  into which
                                            6,407,110    ordinary    shares   of
                                            US$0.0001 each in the capital of CPC
                                            had been  converted  pursuant to the
                                            Merger.

"TRANSFER"                                  Sell,  assign,   exchange,   convey,
                                            transfer,    donate,   bequeath   or
                                            otherwise  dispose of,  beneficially
                                            or  of  record,   or   contract   to
                                            transfer.

"US$"                                      The United States of America Dollars.

1.4      References to statutory provisions shall where the context so admits or
requires be construed as references to those provisions as respectively amended,
consolidated,  extended,  or re-enacted from time to time, and shall,  where the
context so admits or  requires,  be construed  as  including  references  to the
corresponding  provisions of any earlier  legislation  whether  repealed or not)
directly or indirectly amended,  consolidated,  extended, or replaced thereby or
re-enacted  therein,  which may be  applicable to any relevant tax year or other
period,  and  shall  include  any  orders,  regulations,  instruments  or  other
subordinate legislation made under the relevant statute.

1.5      Headings  in  this  Agreement  are  for  convenience only and shall not
affect the construction of this Agreement.

1.6      Unless  the context  otherwise  requires,  words importing the singular
shall include the plural and vice versa;  words  importing  natural person shall
include  corporations  and  unincorporated  associations and words importing the
masculine gender only shall include the feminine gender and the neuter gender.

2.       SALE AND PURCHASE

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2.1      Good Achieve  shall, as registered and beneficial  owner,  sell and the
Purchaser  shall  purchase  the  First  Sale  Shares  free from all  claims  and
encumbrances  whatsoever  but  together  with all  rights  attached,  accrued or
accruing thereto on and after the date of this Agreement.

2.2      Profit Spring shall, as registered and beneficial  owner,  sell and the
Purchaser  shall  purchase  the  Second  Sale  Shares  free from all  claims and
encumbrances  whatsoever  but  together  with all  rights  attached,  accrued or
accruing thereto on and after the date of this Agreement.

2.3      Anmer shall, as registered and beneficial owner, sell and the Purchaser
shall  purchase  the Third Sale  Shares  free from all  claims and  encumbrances
whatsoever but together with all rights attached, accrued or accruing thereto on
and after the date of this Agreement.

2.4      Dunkley  shall,  as  registered  and  beneficial  owner,  sell  and the
Purchaser  shall  purchase  the  Fourth  Sale  Shares  free from all  claims and
encumbrances  whatsoever  but  together  with all  rights  attached,  accrued or
accruing thereto on and after the date of this Agreement.

2.5      Nation Express shall, as registered and beneficial owner,  sell and the
Purchaser  shall  purchase  the  Fifth  Sale  Shares  free from all  claims  and
encumbrances  whatsoever  but  together  with all  rights  attached,  accrued or
accruing thereto on and after the date of this Agreement.

2.6      It  is expressly  agreed and declared that the sale and purchase of the
First Sale  Shares,  the Second Sale Shares,  the Third Sale Shares,  the Fourth
Sale Shares and the Fifth Sale Shares under sub-clauses 1, 2, 3, 4 and 5 of this
Clause  shall be  completed  simultaneously  so that if the sale and purchase of
either the First Sale  Shares or the Second Sale Shares or the Third Sale Shares
or the  Fourth  Sale  Shares or the  Fifth  Sale  Shares  shall not or cannot be
completed for any reason other than the default of the Purchaser,  the Purchaser
shall not be obliged to complete  the  purchase of the First Sale Shares  and/or
the Second  Sale  Shares  and/or the Third Sale  Shares  and/or the Fourth  Sale
Shares and/or the Fifth Sale Shares.

3.       CONDITION PRECEDENTS

3.1      Completion  of  this  Agreement is conditional upon the delivery to the
Vendors of:

         (a)      a certified true copy of all such  resolutions of the board of
                  directors and  shareholders  of the Purchaser  (including  the
                  consents  from  eAngels  EquiDebt  Partners V) which were duly
                  passed in accordance  with its articles of association and all
                  applicable  laws which are  required to approve and effect the
                  transactions  contemplated  by the Deed of Settlement and this
                  Agreement;

         (b)      a  certified  true  copy of a legal  opinion  (which  form and
                  substance  is  to  the   satisfaction  of  the  Vendors)  from
                  qualified  United  States of America  lawyers on the following
                  issues:

                  (i)      the Merger has been completed and all assets, rights,
                           interests and

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                           obligations  of CPC were  effectively  transferred to
                           and  assumed  by  Purchaser  to the same  extent  and
                           effect as such were of CPC before the Merger; and

                  (ii)     save for  post-completion  filing of Schedule  13G by
                           Mr. Ma and Mr. Han, there are no  requirements  under
                           the  applicable  laws of the United States of America
                           or  applicable  rules and  regulations  of the SEC or
                           filing requirements which will affect the validity or
                           enforceability  of  the  Deed  of  Settlement,   this
                           Agreement and the  consummation  of the  transactions
                           contemplated thereby have been satisfied;

         (c)      a  certified  true  copy  of  a legal  opinion from  qualified
                  British Virgin Islands lawyers on the following issues:

                  (i)      good standing of the Purchaser;

                  (ii)     the  matters  set out in the Fourth  Schedule  hereto
                           (except  paragraph  1.1,  1.2  and  solvency  of  the
                           Purchaser under paragraph 2.2 thereof); and

                  (iii)    the certified  copies of  resolutions  referred to in
                           (a) above  having been validly  passed in  accordance
                           with the Articles of Association of the Purchaser and
                           the applicable laws of the British Virgin Islands;

         (d)      a certified  true copy of the  Certificate  of  Ownership  and
                  Merger  which was  filed  with the  Secretary  of State of the
                  State of Delaware;

         (e)      a  certified  true copy of the  Articles  of Merger  which was
                  filed with the  Registrar of  Companies of the British  Virgin
                  Islands;

         (f)      a  statutory  declaration  of the current  director(s)  of the
                  Company  attaching true copies of all resolutions of directors
                  or  shareholders  of the  Company  (if any) which were  passed
                  since the Purchaser became a shareholder of the Company;

         (g)      a  statutory  declaration  of  the  current  directors  of the
                  Purchaser  stating  that the  Purchaser  is  solvent  upon the
                  signing of this Agreement,  immediately  before Completion and
                  immediately after Completion; and

         (h)      within 7 days of Completion (or such later day as Good Achieve
                  may agree) a copy of the  confirmation  from the United States
                  lawyers in a form satisfactory to Good Achieve confirming that
                  written  notice  of the  proposed  consent  to  action  by the
                  members and the proposed  Share Swap  Agreement has been given
                  to all the  shareholders  of the Purchaser in compliance  with
                  section 80(d) of the International  Business  Companies Act of
                  the British Virgin Islands.

3.2      The  Vendors  shall be under no  obligation  to proceed  to  Completion
         unless and until all of the  conditions  precedent  in Clause 3.1 shall
         have occurred (except as waived in writing by all of the Vendors).

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4.       CONSIDERATION

4.1      The consideration for the sale by Good Achieve of the First Sale Shares
shall be the  transfer by the  Purchaser  to Good  Achieve of 206  Consideration
Shares free from all claims and  encumbrances  whatsoever  but together with all
rights  attached,  accrued  or  accruing  thereto  on and after the date of this
Agreement.

4.2      The  consideration  for  the sale  by Profit  Spring of the Second Sale
Shares  shall  be  the  transfer  by  the  Purchaser  to  Profit  Spring  of 154
Consideration  Shares  free from all  claims  and  encumbrances  whatsoever  but
together with all rights attached,  accrued or accruing thereto on and after the
date of this  Agreement.  Profit Spring hereby directs the Purchaser to transfer
the 154 Consideration Shares in favour of Good Achieve.

4.3      The consideration for the sale by Anmer of the Third Sale Shares  shall
be the transfer by the Purchaser to Anmer of 477 Consideration  Shares free from
all claims and  encumbrances  whatsoever but together with all rights  attached,
accrued or accruing thereto on and after the date of this Agreement.

4.4      The  consideration for  the sale by Dunkley of  the Fourth  Sale Shares
shall be the transfer by the  Purchaser to Dunkley of 100  Consideration  Shares
free from all claims and  encumbrances  whatsoever  but together with all rights
attached, accrued or accruing thereto on and after the date of this Agreement.

4.5      The  consideration  for  the sale by  Nation  Express of the Fifth Sale
Shares  shall  be  the  transfer  by  the  Purchaser  to  Nation  Express  of 63
Consideration  Shares  free from all  claims  and  encumbrances  whatsoever  but
together with all rights attached,  accrued or accruing thereto on and after the
date of this Agreement.  Nation Express hereby directs the Purchaser to transfer
the 63 Consideration Shares in favour of Dunkley.

5.       COMPLETION

5.1      Completion shall take place on the day of satisfaction of (or waiver by
the Vendors of) the conditions  precedent as stated in Clause 3.1 herein, but in
any event,  no later than 31st  January  2005 or such later date as the  parties
hereto  shall agree at the office of the Good  Achieve's  Solicitors  or at such
other place as the parties may agree on Completion  Date in accordance  with the
Second  Schedule  hereto and each party hereto shall perform its obligations set
out herein at Completion.

5.2      The obligations of the Vendors as regards the Second Schedule  shall be
several  and shall  relate  only to the Sale  Shares  beneficially  owned by the
particular Vendor.

6.       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1      (a)      Each of the  Warrantors and Vendors  (jointly in the case of a
                  Vendor and the respective Warrantor who owns the shares in the
                  Vendor but otherwise severally) hereby represent,  warrant and
                  undertake to the Purchaser in the

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<PAGE>

                  terms set out in the Third  Schedule  hereto  and in the other
                  provisions  of this  Agreement  as regards such Vendor and the
                  Sale  Shares  held  by  such  Vendor  and  that  each  of  the
                  representations, warranties and undertakings (except otherwise
                  qualified therein) is now and will at Completion,  and will at
                  all  times  between  the  date  of  this   Agreement  and  the
                  Completion  Date,  be  true,  complete  and  accurate  and  on
                  Completion, the Vendors and the respective Warrantors shall be
                  deemed to have  repeated  the same on such  basis and that the
                  same shall have effect as if given at Completion as well as at
                  the  date  of  this  Agreement  (except  otherwise   qualified
                  therein),  and each of the  Warrantors and each of the Vendors
                  (jointly in the case of a Vendor and the respective  Warrantor
                  who owns the  shares  in such  Vendor  jointly  but  otherwise
                  severally)   agree  and  acknowledge  that  the  Purchaser  is
                  entering  into this  Agreement  strictly  in  reliance on such
                  representations,  warranties and undertakings  notwithstanding
                  any investigation  which may have been made by or on behalf of
                  the Purchaser up to the date hereof.

         (b)      All matters, documents or information disclosed by the Vendors
                  and the Warrantors as regards  themselves and their respective
                  Sale Shares shall be deemed to be true,  accurate and complete
                  unless such disclosure is specifically qualified in writing at
                  the time of disclosure.

         (c)      Up to the Completion Date the Vendors and the Warrantors shall
                  forthwith notify the Purchaser upon any of them becoming aware
                  of any  event  which  may  cause  any of the  representations,
                  warranties and  undertakings  and the matters  disclosed to be
                  incorrect, misleading or breached.

         (d)      Each  of  the  representations,  warranties  and  undertakings
                  contained in this  Agreement  shall be construed as a separate
                  representation, warranty or undertaking and (save as expressly
                  provided to the  contrary)  shall not be limited or restricted
                  by  reference  to or  inference  from the  terms of any  other
                  representations,  warranties  and  undertakings  or any  other
                  terms of this Agreement.

         (e)      Any  provision  of this  Agreement  which is  capable of being
                  performed  after but which has not been performed at or before
                  Completion and all representations,  warranties,  undertakings
                  and indemnities  contained in or entered into pursuant to this
                  Agreement    shall   remain   in   full   force   and   effect
                  notwithstanding Completion.

         (f)      All matters  disclosed  herein are  disclosed for all purposes
                  relative to this Agreement and all other documents referred to
                  herein and to the transactions  contemplated herein including,
                  but  not  limited  to,  the  representations,  warranties  and
                  undertakings  and  indemnities  contained  in this  Agreement.
                  Where  any  disclosure  is made in  relation  to a  particular
                  warranty or representation,  it shall be deemed to be given in
                  relation to each and every warranty or  representation  as the
                  context  may  permit  and  shall not be  regarded  as being so
                  limited.

         (g)      Subject to Completion,  each of the Vendors and the Warrantors
                  hereby

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<PAGE>

                  severally  warrants and undertakes to supply (to the extent as
                  such  information  is available  and in the  possession of the
                  Company and/or Zheda (as defined  hereinafter))  the Purchaser
                  at  the  Purchaser's   costs  with  all  necessary   financial
                  information  and produce the  originals (to the extent as such
                  originals are  available and in the  possession of the Company
                  and/or  Zheda (as defined  hereinafter))  for  inspection  and
                  allowing  making of copies thereof of the documents set out in
                  the Fifth Schedule  hereof  pertaining to Zhejiang  University
                  Pharmaceutical  Co. Ltd. (  (R)y|?*j3/4CAAo  ~|(3)--*1/2(Y)q )
                  ("Zheda")  relating to the period when Zheda was a  subsidiary
                  of the Purchaser for the purpose of (and only to the extent as
                  required  for  such  purpose)  complying  with  the  reporting
                  requirements under the rules and regulations of the SEC within
                  14 days upon written demand of the Purchaser.

         (h)      Mr. Han and Mr. Ma hereby severally  warrant and undertake the
                  filing of  Schedule  13G  reports  with the SEC to report  the
                  disposal of the First Sale Shares and the Third Sale Shares.

         (i)      Each of the Warrantors and each of the Vendors (jointly in the
                  case of a Vendor together with its respective  Warrantor which
                  owns the shares in the Vendor but otherwise severally) warrant
                  and undertake (as regards  themselves or their respective Sale
                  Shares)  to  compensate  the  Purchaser  against  all  claims,
                  demands,  losses,  damages,  costs (including reasonable legal
                  costs),  expenses or other liabilities which the Purchaser may
                  sustain  or  incur as a result  of or in  connection  with the
                  breach of any of their respective representations,  warranties
                  or undertakings herein.

         (j)      Each of the Warrantors and each of the Vendors (jointly in the
                  case of a Vendor together with its respective  Warrantor which
                  owns the shares in the Vendor but otherwise severally) warrant
                  and undertake that Zheda will not be,  directly or indirectly,
                  listed or injected into any publicly listed  company(s) in the
                  United States of America ("US") in the US securities  markets,
                  including but not limited to, New York Stock Exchange, NASDAQ,
                  American  Stock  Exchange,  OTC  Bulletin  Board,  Pink Sheet,
                  within two years from the Completion Date..

6.2      (a)      The Purchaser  represents,  warrants  and  undertakes  to  the
                  Vendors in the terms set out in the Fourth Schedule hereto and
                  in the other provisions of this Agreement and that each of the
                  representations, warranties and undertakings (except otherwise
                  qualified therein) is now and will at Completion,  and will at
                  all  times  between  the  date  of  this   Agreement  and  the
                  Completion  Date,  be  true,  complete  and  accurate  and  on
                  Completion,  that  the  Purchaser  shall  be  deemed  to  have
                  repeated the same on such basis and the same shall have effect
                  as if  given  at  Completion  as well  as at the  date of this
                  Agreement (except otherwise qualified  therein),  and that the
                  Purchaser  agrees  and  acknowledges   that  the  Vendors  are
                  entering  into this  Agreement  strictly  in  reliance on such
                  representations,  warranties and undertakings  notwithstanding
                  any investigation  which may have been made by or on behalf of
                  the Vendors up to the date hereof.

                                       10
<PAGE>

         (b)      All  matters,   documents  or  information  disclosed  by  the
                  Purchaser  shall be deemed to be true,  accurate  and complete
                  unless such disclosure is specifically qualified in writing at
                  the time of disclosure.

         (c)      Up to the Completion Date the Purchaser shall forthwith notify
                  the  Vendors  upon it  becoming  aware of any event  which may
                  cause any of the representations,  warranties and undertakings
                  and the  matters  disclosed  to be  incorrect,  misleading  or
                  breached.

         (d)      Each  of  the  representations,  warranties  and  undertakings
                  contained in this  Agreement  shall be construed as a separate
                  representation, warranty or undertaking and (save as expressly
                  provided to the  contrary)  shall not be limited or restricted
                  by  reference  to or  inference  from the  terms of any  other
                  representations,  warranties  and  undertakings  or any  other
                  terms of this Agreement.

         (e)      Any  provision  of this  Agreement  which is  capable of being
                  performed  after but which has not been performed at or before
                  Completion and all representations,  warranties,  undertakings
                  and indemnities  contained in or entered into pursuant to this
                  Agreement    shall   remain   in   full   force   and   effect
                  notwithstanding Completion.

         (f)      All matters  disclosed  herein are  disclosed for all purposes
                  relative to this Agreement and all other documents referred to
                  herein and to the transactions  contemplated herein including,
                  but  not  limited  to,  the  representations,  warranties  and
                  undertakings  and  indemnities  contained  in this  Agreement.
                  Where  any  disclosure  is made in  relation  to a  particular
                  warranty or representation,  it shall be deemed to be given in
                  relation to each and every warranty or  representation  as the
                  context  may  permit  and  shall not be  regarded  as being so
                  limited.

         (g)      The  Purchaser  warrants  and  undertakes  the  filings by the
                  Purchaser of all and any necessary  documents and reports with
                  the  SEC  as  required  by  the  applicable  laws,  rules  and
                  regulations.

         (h)      The Purchaser  warrants and  undertakes to compensate  each of
                  the  Vendors  against all claims,  demands,  losses,  damages,
                  costs  (including  reasonable  legal costs) or expenses  which
                  each of the  Vendors may sustain or incur as a result of or in
                  connection  with  default on the part of the  Purchaser or the
                  breach  of any  obligations,  representations,  warranties  or
                  undertakings herein.

         (i)      The Purchaser  undertakes  to  compensate  each of the Vendors
                  against all claims, demands, losses, damages, costs (including
                  reasonable legal costs), or expenses which each of the Vendors
                  may  sustain  or incur as a result of this  Agreement  and the
                  transactions  contemplated  hereunder  having been declared or
                  treated as void or voidable  except due to any claims  brought
                  by any of the  Vendors  asserting  their  rights  as  minority
                  shareholders of the Purchaser.

         (j)      In  consideration  of  the Vendors agreeing to enter into this
                  Agreement,  the

                                       11
<PAGE>

                  Guarantor hereby unconditionally and irrevocably guarantees to
                  each of the Vendors the due and  punctual  performance  by the
                  Purchaser of its obligations under Clause 6.2(i) above of this
                  Agreement and  undertakes  to indemnify  and keep  indemnified
                  each of the Vendors in accordance  with Clause 6.2(i) above as
                  if it is primarily liable to do so Provided that the Guarantor
                  shall only be liable under this Clause if this  Agreement  and
                  the transactions  contemplated hereunder have been declared or
                  treated as void or voidable  due to matters,  events or causes
                  of actions  occurring on or before the  expiration  of two (2)
                  years from the  Completion  Date.  The Guarantor  shall not be
                  discharged  or released  from its  guarantee  and  undertaking
                  under this Clause by any  arrangement  made  between the other
                  parties or by any alteration in the obligations on the part of
                  the  Purchaser  under  this  Agreement  or by  time  or  other
                  indulgence  granted by any of the Vendors  and this  guarantee
                  and  undertaking  shall  remain  in force  (regardless  of any
                  change in shareholding or control of the Purchaser).


7.       NOTICES AND OTHER COMMUNICATIONS

7.1      Each of the Vendors and the Warrantors  hereby appoints Mr. Ma Leung of
Room 4905, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as
its agent to receive on its behalf service of any notice or other communications
required or permitted to be given  pursuant to this Agreement and process of any
proceedings in Hong Kong.

8.       FURTHER ASSURANCE

8.1      Subject to Completion, each of the Warrantors  and each of the  Vendors
(jointly  together with the  respective  Warrantor  which owns the shares in the
Vendor but otherwise  severally)  agree with and undertake to the Purchaser that
at any time and from time to time upon the  written  request  of the  Purchaser,
each of the Vendors will at the costs of the Purchaser :-

         (a)      promptly and duly execute and deliver any and all such further
                  instruments and documents and do or procure to be done all and
                  any such acts or things as may be necessary  in obtaining  the
                  full benefit of this Agreement and of the rights and ownership
                  herein  granted  and in vesting in the  Purchaser  all rights,
                  interests  and benefits in the First Sale  Shares,  the Second
                  Sale Shares, the Third Sale Shares, the Fourth Sale Shares and
                  the Fifth Sale Shares free from encumbrances; and

         (b)      do or procure to be done each and every act or thing which the
                  Purchaser may from time to time reasonably  require to be done
                  for the purpose of enforcing the Purchaser's rights under this
                  Agreement.

8.2      Subject to Completion, the Purchaser  hereby agrees with and undertakes
to the Vendors  that at any time and from time to time upon the written  request
of the Vendors, the Purchaser will at the costs of the Vendors:-


                                       12
<PAGE>

         (a)      promptly and duly execute and deliver any and all such further
                  instruments and documents and do or procure to be done all and
                  any such acts or things as may be necessary  in obtaining  the
                  full benefit of this Agreement and of the rights and ownership
                  herein  granted and in vesting in the  respective  Vendors all
                  rights,  interests  and benefits in the  Consideration  Shares
                  free from encumbrances; and

         (b)      do or procure to be done each and every act or thing which the
                  Vendors  may from time to time  reasonably  require to be done
                  for the purpose of enforcing  the  Vendors'  rights under this
                  Agreement.

8.3      The Purchaser  undertakes to deliver to Good Achieve  within 20 days of
Completion  (or  such  later  day as  Good  Achieve  may  agree)  a copy  of the
confirmation  from the  United  States  lawyers in a form  satisfactory  to Good
Achieve  confirming  that written notice of the consent to action by the members
approving the Share Swap Agreement has been given to all the shareholders of the
Purchaser  who were not  signing  parties  to the said  consent  in  action,  in
compliance with section 83(4) of the International Business Companies Act of the
British Virgin Islands.

9.       SUCCESSORS AND ASSIGNS

9.1      This   Agreement   shall   be   binding   upon  each  party's  personal
representatives, successors and assigns.

9.2      Neither  party  shall be  entitled to assign its rights,  benefits  and
claims under this  Agreement  (including  the  benefits of the  representations,
warranties,  undertakings and indemnities  herein  contained)  without the prior
written consent of the other party.

10.      WAIVERS AND AMENDMENTS; NONCONTRACTUAL REMEDIES

10.1     This Agreement may be amended or supplemented, and any provision hereof
may be waived, only by an instrument in writing signed by all the parties or, in
the case of a waiver, by the party waiving  compliance.  No delay on the part of
any party in exercising any right, power or privilege hereunder shall operate as
a waiver  thereof,  nor shall any waiver on the part of any party of such right,
power or  privilege,  or any single or partial  exercise  thereof,  preclude any
further exercise thereof or the exercise of such or of any other right, power or
privilege.  The rights and remedies  herein  provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise have.

11.      SEVERABILITY

11.1     If any provision of this  Agreement  shall be held to be  unenforceable
or  invalid  by any  court  of  competent  jurisdiction,  such  holding,  if not
inconsistent  with the parties'  principal  understanding,  shall not affect the
enforceability or validity of the remainder of the provisions of this Agreement.


                                       13
<PAGE>

12.      COSTS

12.1     Each  party  shall  bear  and  pay  its  own   solicitors   costs   and
disbursements   incurred  in  connection  with  the  negotiation,   preparation,
execution and Completion of this Agreement.

12.2     Each party shall bear any stamp duty or other government levy or duties
payable in  respect of the  transfer  of the  relevant  shares in its favour (if
any).

13.      TIME

13.1     Time is of the essence of this Agreement in every respect.

14.      ENTIRE AGREEMENT

14.1     This  Agreement  (together  with  the  documents  referred  to  herein)
constitutes the whole agreement  between the parties and supersedes all previous
agreements and understandings between the parties.

15.      GOVERNING LAW AND JURISDICTION

15.1     The formation, validity, interpretation,  execution  and  settlement of
disputes arising out of this Agreement shall be construed in accordance with and
governed by the laws of Hong Kong.

15.2     Each party hereto irrevocably agrees that the courts of Hong Kong shall
have jurisdiction to hear and determine any suit, action or proceedings,  and to
settle any disputes which may arise out of or in connection  with this Agreement
and for such purposes irrevocably submits to the jurisdiction of such courts.

15.3     The submission to the jurisdiction of the courts of Hong Kong shall not
(and  shall not be  construed  so as to) limit the right of any party  hereto to
take proceedings  against the other parties to this Agreement in any other court
of competent jurisdiction nor shall the taking of proceedings in any one or more
jurisdiction  preclude  the  taking of  proceedings  in any other  jurisdiction,
whether concurrently or not.

16.      COUNTERPARTS

16.1     This Agreement may be executed in one or more counterparts,  and by the
parties on separate  counterparts,  but shall not be effective  until each party
has executed at least one counterpart and each such counterpart shall constitute
an original of this Agreement but all the counterparts shall together constitute
one and the same instrument.

                                       14
<PAGE>


                      THE FIRST SCHEDULE ABOVE REFERRED TO

                           PARTICULARS OF THE COMPANY

1.       Name of the Company       :            SHEUNG TAI INVESTMENTS LIMITED

2.       Registered Office         :            The  offices     of     Offshore
                                                Incorporations  Limited,  P.  O.
                                                Box 957, Offshore Incorporations
                                                Centre, Road Town, Tortola,
                                                British Virgin Islands

3.       Date of Incorporation     :            3rd February, 2003

         Company No.               :            532289

         Place of Incorporation    :            British Virgin Islands

4.       Directors                 :            Zhou Li Yang

5.       Authorised Share Capital  :            US$50,000.00 divided into 50,000
                                                ordinary shares of US$1.00 each

         Issued Share Capital      :            US$1,000.00 divided into 1,000
                                                ordinary shares of US$1.00 each

7.       Share held as follows     :-

<TABLE>
<CAPTION>
         Registered and                                                                 Whether
         BENEFICIAL SHAREHOLDER          NO. OF SHARES        CLASS OF SHARES           PAID UP
         ----------------------          -------------        ---------------           -----------
<S>                                       <C>                 <C>                       <C>

         The Purchaser                    1,000               Ordinary                  Paid up

</TABLE>


                                       15

<PAGE>

                      THE SECOND SCHEDULE ABOVE REFERRED TO

                             COMPLETION REQUIREMENTS

1.       OBLIGATIONS  OF  THE  GOOD  ACHIEVE, PROFIT  SPRING, ANMER, DUNKLEY AND
         NATION EXPRESS

1.1      Good  Achieve,  Profit Spring,  Anmer, Dunkley and Nation Express shall
deliver to the Purchaser :-

         (a)      Original share  certificates  of 3,005,064  ordinary shares of
                  US$0.0001 each in CPC.

         (b)      Instrument  of transfer of the First Sale Shares duly executed
                  by Good Achieve in favour of the  Purchaser or its  nominee(s)
                  or as the Purchaser may direct.

         (c)      Original share  certificates  of 2,248,028  ordinary shares of
                  US$0.0001 each in CPC.

         (d)      Instrument of transfer of the Second Sale Shares duly executed
                  by Profit Spring in favour of the Purchaser or its  nominee(s)
                  or as the Purchaser may direct.

         (e)      Original share  certificates  of 6,407,110  ordinary shares of
                  US$0.0001 each in CPC.

         (f)      Instrument  of transfer of the Third Sale Shares duly executed
                  by Anmer in favour of the  Purchaser or its  nominee(s)  or as
                  the Purchaser may direct.

         (g)      Original share  certificates  of 1,357,125  ordinary shares of
                  US$0.0001 each in CPC.

         (h)      Instrument of transfer of the Fourth Sale Shares duly executed
                  by Dunkley in favour of the Purchaser or its  nominee(s) or as
                  the Purchaser may direct.

         (h)      Original  share  certificates  of 830,893  ordinary  shares of
                  US$0.0001 each in CPC.

         (i)      Instrument  of transfer of the Fifth Sale Shares duly executed
                  by Nation Express in favour of the Purchaser or its nominee(s)
                  or as the Purchaser may direct.

1.2      Each  of Good Achieve, Profit Spring, Anmer, Dunkley and Nation Express
shall upon  Completion  provide the  Purchaser  with  Certificate  of Incumbency
issued by their respective registered agent in British Virgin Islands.

                                       16

<PAGE>


2.       OBLIGATIONS OF THE PURCHASER

2.1      The Purchaser shall deliver to the Vendors:-

         (a)      Original share certificates of 206 Consideration Shares.

         (b)      Instrument  of transfer of the 206  Consideration  Shares duly
                  executed  by the  Purchaser  in favour of Good  Achieve or its
                  nominee(s) or as Good Achieve may direct.

         (c)      Original share certificates of 154 Consideration Shares.

         (d)      Instrument  of transfer of the 154  Consideration  Shares duly
                  executed  by the  Purchaser  in  favour  of  Good  Achieve  as
                  directed by Profit Spring.

         (e)      Original share certificates of 477 Consideration Shares.

         (f)      Instrument  of transfer of the 477  Consideration  Shares duly
                  executed by the Purchaser in favour of Anmer or its nominee(s)
                  or as Anmer may direct.

         (g)      Original share certificates of 100 Consideration Shares.

         (h)      Instrument  of transfer of the 100  Consideration  Shares duly
                  executed  by  the  Purchaser  in  favour  of  Dunkley  or  its
                  nominee(s) or as Dunkley may direct.

         (i)      Original share certificates of 63 Consideration Shares.

         (j)      Instrument  of  transfer of the 63  Consideration  Shares duly
                  executed by the  Purchaser in favour of Dunkley as directed by
                  Nation Express.

         (k)      Signed  letters  of  resignation  of Zhou Li  Yang,  the  sole
                  director of the Company as director of the Company with effect
                  on  the  Completion  Date,  such  resignations  to  contain  a
                  confirmation  that he has and will make no claim  against  the
                  Company in respect of disbursements,  compensation for loss of
                  office,   unpaid  directors'  fee  or,  without   limitations,
                  otherwise howsoever.


2.2      The Purchaser shall at its own costs and expenses procure :-

         (a)      Zhou Li Yang,  the sole  director of the Company,  immediately
                  prior to  Completion  to resign  as  director  of the  Company
                  without compensation or other payment for loss of office.

         (b)      Zhou Li Yang,  the sole  director of the  Company  immediately
                  prior to Completion to sign the necessary  written  resolution
                  of the Company to approve:

                                       17
<PAGE>

                  (i)      the  appointment  of such  persons to be nominated by
                           the  Vendors  to  be  director(s)  in  place  of  the
                           resigning director as aforesaid;

                  (ii)     the registration of the  Consideration  Shares in the
                           respective   names  of  the  Vendors   and/or   their
                           respective  nominee(s) or as the  respective  Vendors
                           shall direct;

                  (iii)    the transfer of the Consideration  Shares (subject to
                           due  stamping  of  the  instrument  of  transfer,  if
                           required);

                  (iv)     such  other  matters  as  shall  be  dealt  with  and
                           resolved upon as the Vendors shall reasonably require
                           for  perfecting  the  transfer  of the  Consideration
                           Shares to the Vendors or their respective  nominee(s)
                           or as the respective Vendors shall direct; and

                  (v)      the resignation as director of Zhou Li Yang, the sole
                           director  of the  Company  as  mentioned  in the last
                           preceding Sub-clause (a).


2.3      The Purchaser shall (if it has not done so) deliver to Good Achieve all
         of the documents  relating to the Company,  its  subsidiaries  or their
         respective  businesses  which are in the  possession and custody of the
         Purchaser or its ultimate controlling shareholder.








                                       18

<PAGE>


                      THE THIRD SCHEDULE ABOVE REFERRED TO

 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS AND THE WARRANTORS

1.       OWNERSHIP OF THE FIRST SALE SHARES,  THE SECOND SALE SHARES,  THE THIRD
         SALE SHARES, THE FOURTH SALE SHARES AND THE FIFTH SALE SHARES

1.1      Good Achieve, Profit Spring, Anmer,  Dunkley  and  Nation  Express  are
respectively  the  beneficial  owners of the First Sale Shares,  the Second Sale
Shares,  the Third Sale Shares, the Fourth Sale Shares and the Fifth Sale Shares
and will have on Completion the right,  power and authority to sell and transfer
its entire  interests  respectively  in the First Sale  Shares,  the Second Sale
Shares,  the Third Sale Shares, the Fourth Sale Shares and the Fifth Sale Shares
to the Purchaser free from encumbrances.

1.2      All existing mortgage, charge or encumbrances on the First Sale Shares,
the Second Sale Shares,  the Third Sale  Shares,  the Fourth Sale Shares and the
Fifth Sale Shares (if any) will be discharged before Completion.

2.       COMPLIANCE WITH LEGAL REQUIREMENT

2.1      Each of the Vendors has been duly incorporated and  constituted, and is
legally  subsisting under the law of its place of  incorporation,  and there has
been no resolution,  petition or order for the winding-up of each of the Vendors
and no receiver has been appointed in respect  thereof or any part of the assets
thereof,  nor are any such  resolutions,  orders and  appointments  imminent  or
likely.

2.2      Each of the Vendors is solvent, have full power and authority,  and has
obtained all necessary consents and approvals,  to enter into this Agreement and
to exercise their  respective  rights and perform their  respective  obligations
hereunder  and all  corporate  and  other  actions  required  to  authorize  the
execution of this Agreement and their respective performance of their respective
obligations hereunder have been duly taken.

2.3      The  execution  delivery  and performance by the respective  Vendors of
this Agreement will not violate in any respect of any of:

         (a)      any  law  or   regulation  or  any  order  or  decree  of  any
                  governmental  authority,  agency  or court of Hong Kong or the
                  British Virgin Islands;

         (b)      the laws and  documents  incorporating  and  constituting  the
                  respective Vendors; or

         (c)      any  agreement or other  undertaking  to which the  respective
                  Vendors is/are  party/parties or which is/are binding upon the
                  Vendors or any of their  respective  assets,  and does not and
                  shall  not  result  in  the  creation  or  imposition  of  any
                  encumbrance on any of their respective  assets pursuant to the
                  provisions of any such agreement or other undertaking.


                                       19

<PAGE>

3.       SEVERAL LIABILITIES

3.1      The  representations, warranties and undertakings  given by the Vendors
and the Warrantors in this Schedule and in this Agreement shall, as regards each
Vendor  and  its  respective  Warrantor,  relate  to the  particular  Vendor  or
Warrantor and to the Sale Shares beneficially owned by them only.


















                                       20

<PAGE>


                      THE FOURTH SCHEDULE ABOVE REFERRED TO

         REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE PURCHASER

1.       OWNERSHIP OF THE CONSIDERATION SHARES

1.1      The Purchaser is the beneficial owner of the  Consideration  Shares and
will have on Completion the right,  power and authority to sell and transfer its
entire  interests  in  the  Consideration   Shares  to  the  Vendors  free  from
encumbrances.

1.2      The  Purchaser  warrants  that  all  existing  mortgages,  charges   or
encumbrances  on the  Consideration  Shares (if any) will be  discharged  before
Completion.

1.3      The  Merger has been completed in accordance with the applicable  laws,
rules and regulations,  a summary of which has been accurately stated in Recital
(H).

2.       COMPLIANCE WITH LEGAL REQUIREMENTS

2.1      The  Purchaser  has  been duly  incorporated  and  constituted,  and is
legally  subsisting under the law of its place of  incorporation,  and there has
been no resolution, petition or order for the winding-up of the Purchaser and no
receiver  has been  appointed  in  respect  thereof  or any  part of the  assets
thereof,  nor are any such  resolutions,  orders and  appointments  imminent  or
likely.

2.2      The Purchaser is solvent upon  signing of this Agreement  and up to and
including the time of Completion, has full power and authority, and has obtained
all  necessary  consents  and  approvals,  to enter into this  Agreement  and to
exercise its rights and perform its obligations  hereunder and all corporate and
other  actions  required to authorize  the  execution of this  Agreement and its
performance of its obligations hereunder have been duly taken.

2.3      The  execution  delivery  and  performance  by  the  Purchaser  of this
Agreement will not violate in any respect of any of :

         (a)      any  law  or   regulation  or  any  order  or  decree  of  any
                  governmental  authority,  agency  or court of Hong Kong or the
                  United States of America or the British Virgin Islands;

         (b)      the laws and  documents  incorporating  and  constituting  the
                  Purchaser; or

         (c)      any agreement or other undertaking to which the Purchaser is a
                  party or which is binding  upon it or any of its  assets,  and
                  does not and shall not result in the creation or imposition of
                  any   encumbrance  on  any  of  its  assets  pursuant  to  the
                  provisions of any such agreement or other undertaking.

2.4      All the  resolutions of the board and  shareholders  of the Company (if
any) passed  during the period  while the  Purchaser  was a  shareholder  of the
Company have been produced to the Vendors before the signing of this Agreement.


                                       21
<PAGE>


                      THE FIFTH SCHEDULE ABOVE REFERRED TO

                    DOCUMENTS TO BE PRODUCED IN RELATION TO
                  ZHEJIANG UNIVERSITY PHARMACEUTICAL CO. LTD.
                            [Name in Chinese omitted]

1.    Trial balance.

2.    A list of related parties and related party transactions together with the
      relevant documents during the period from the 24th day of May, 2004 to the
      Completion Date ("CPIC Ownership Period").

3.    A list of descriptions and evaluations for any and all litigation asserted
      and unasserted  claims and assessments,  if applicable,  together with the
      relevant documents during the CPIC Ownership Period.

4.    A list of all law firms with names and addresses  retained during the CPIC
      Ownership  Period together with  authorization  to each of those law firms
      release information to the Purchaser.

5.    Invoices and Statements  received from law firms during the CPIC Ownership
      Period.

6.    Minutes of all board meetings during the CPIC Ownership Period.

7.    Bank statements of all bank accounts CPIC Ownership Period.

8.    A letter  signed by a  director  certifying  compliance  with all laws and
      regulations.

9.    All  contracts  and   agreements   including  but  not  limited  to  lease
      agreements,  employment  agreements,  promissory  notes,  loan  agreements
      entered into during the CPIC Ownership Period.

10.   Bank  reconciliation  statements  of all  bank  accounts  during  the CPIC
      Ownership Period.

11.   Copies of Forms 1099, 1096, 941 and 940 for 2003, where applicable.

12.   A list of "Accounts  Payable" together with the relevant  documents during
      the CPIC Ownership Period.

13.   A list showing  details on any liens  placed on any of the Company  assets
      together with the relevant documents during the CPIC Ownership Period.

14.   A list showing of "Accounts Receivable" and subsequent settlement together
      with the relevant documents during the CPIC Ownership Period.

15.   Books of accounts and  supporting  vouchers  covering  the CPIC  Ownership
      Period.


                                       22
<PAGE>

16.   Articles of Incorporation / bye-laws and Business Permit.

17.   Expenditure ledger together with supporting  vouchers and documents during
      the CPIC Ownership Period.

18.   Bank  ledger or  Cheque  Register  of all bank  accounts  during  the CPIC
      Ownership Period.

19.   A  completed  and duly  signed  standard  checklist  of the auditor of the
      Purchaser  for  internal   control   systems  and   processes   over  cash
      disbursements,  cash  receipts and payrolls for the purpose of Section 404
      of the Sarbanes-Oxley Act of 2002.

20.   Audit  work papers from the auditors of Zhejiang University Pharmaceutical
      Co. Ltd. [Name in Chinese omitted], if required.

21.   Any and all other standard  audit  information as requested by the auditor
      of the Purchaser.






















                                       23

<PAGE>



         AS WITNESS the parties  hereto have executed this Agreement the day and
year first above written.



GOOD ACHIEVE

SIGNED by                           )
Ma Leung                            )
for and on behalf of                )
Good Achieve Investments Limited    )
in the presence of :-               )









MA LEUNG

SIGNED by Ma Leung                  )
In the presence of:-                )














                                       24

<PAGE>



PROFIT SPRING

SIGNED by                             )
Chen Ming You                         )
for and on behalf of Profit Spring    )
International Limited in the presence )
of :-                                 )













CHEN MING YOU

SIGNED by Chen Ming You             )
In the presence of:-                )















                                       25

<PAGE>




ANMER

SIGNED by                                   )
Han Hong Lu                                 )
for and on behalf of Anmer Capital  )
Limited in the presence of :-               )













HAN HONG LU

SIGNED by Han Hong Lu                       )
In the presence of:-                        )











                                       26


<PAGE>




DUNKLEY

SIGNED by                                   )
Alan Li                                     )
for and on behalf of Dunkley                )
International Limited in the presence       )
of :-                                       )












ALAN LI

SIGNED by Alan Li                           )
In the presence of:-                        )















                                       27

<PAGE>




NATION EXPRESS

SIGNED by                                   )
Guo Jianjun                                 )
for and on behalf of Nation Express         )
Limited in the presence of :-               )












GUO JIANJUN

SIGNED by Guo Jianjun                       )
In the presence of:-                        )
















                                       28

<PAGE>




PURCHASER

SIGNED by                                   )
                                            )
for and on behalf of China                  )
Pharmaceuticals International               )
Corporation in the presence of :-           )










GUARANTOR

SEALED with the Common Seal                          )
of DiChain and SIGNED by                             )
                                                     )
a person authorized by its Board of Directors        )
in the presence of:-                                 )



















                                       29