EXHIBIT 10.1
------------




                            SHARE PURCAHSE AGREEMENT
                            ------------------------


          THIS  SHARE  PURCAHSE  AGREEMENT  is  dated  and  made  for  reference
          --------------------------------
effective as fully executed on this 26th day of January, 2004.


BETWEEN:
-------


          SINOVAC BIOTECH LTD., a corporation organized under the laws
          --------------------
          of Country of Antigua  and having an address  for notice and
          delivery located at Suite #10-Epicurean,  Woods Centre, P.O.
          Box W-645, St. John's, Antigua, West Indies

          (the "Purchaser");
                                                               OF THE FIRST PART
                                                               -----------------

AND:
---

          TANGSHAN  YIAN   BIOLOGICAL   ENGINEERING,   CO.,   LTD.,  a
          --------------------------------------------------------
          corporation   organized  under  the  laws  of  the  People's
          Republic  of China and  having an  address  for  notice  and
          delivery  located  at 120 Huoju Rd.,  High Tech.  Developing
          Zone Tangshan, Hbei Provence, 063000 P.R. China

          (the "Company");
                                                              OF THE SECOND PART
                                                              ------------------

AND:
---

          THE  UNDERSIGNED  SHAREHOLDER  OF TANGSHAN  YIAN  BIOLOGICAL
          ------------------------------------------------------------
          ENGINEERING  CO.,  LTD.,  having an  address  for notice and
          -----------------------
          delivery located at c/o 120 Huoju Rd., High Tech. Developing
          Zone Tangshan, Hbei Provence, 063000 P.R. China

          (such  shareholder  being  hereinafter  referred  to as  the
          "Vendor");
                                                               OF THE THIRD PART
                                                               -----------------

          (the Vendor, the Company and the Purchaser being hereinafter
          singularly  also  referred to as a "Party" and  collectively
          referred to as the "Parties" as the context so requires).
<PAGE>


                                   2



          WHEREAS:
          -------


A.        The  Company  is a body  corporate  subsisting  under  and  registered
pursuant to the laws of the People's Republic of China;


B.        The  Company  is  in  the   business  of  research   and   development
specializing in the development and manufacturing of various vaccines  including
flu  vaccines  and  vaccines  for  Hepatitis  A  (collectively,  the  "Company's
Business");


C.        The Vendor is the legal and beneficial  owner of all of the issued and
outstanding shares in the capital of the Company (each a "Purchased Share"); the
particulars of the registered and beneficial  ownership of such Purchased Shares
being set forth in  Schedule  "A" which is  attached  hereto  and which  forms a
material part hereof; and


D.        The  Parties  hereto  have  agreed to enter into this  Share  Purchase
Agreement  (the  "Agreement")  which  formalizes,  amends and  replaces,  in its
entirety,  the Letter of Intent, dated October 30, 2003 (the "Letter of Intent")
as  contemplated  and required by the terms of such Letter of Intent,  and which
clarifies  their  respective  duties  and  obligations  in  connection  with the
purchase  by the  Purchaser  from  the  Vendor  of all of the  Purchased  Shares
together with the further development of the Company's Business as a consequence
thereof;


          NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration of the
          ----------------------------------------
mutual promises,  covenants and agreements herein contained,  THE PARTIES HERETO
                                                              ------------------
COVENANT AND AGREE WITH EACH OTHER as follows:
----------------------------------


                                    Article 1
                                    ---------
                                   DEFINITIONS
                                   -----------


1.1       Definitions.  For the purposes of this Agreement,  except as otherwise
          -----------
expressly provided or unless the context otherwise requires, the following words
and phrases shall have the following meanings:

     (a)  "Agreement"  means this "Share  Purchase  Agreement"  as entered  into
          among the Vendor, the Company and the Purchaser herein,  together with
          any amendments thereto and any Schedules as attached thereto;

     (b)  "Board of Directors"  means,  as applicable,  the respective  Board of
          Directors of each of the Parties hereto as duly  constituted from time
          to time;



<PAGE>


                                        3



     (c)  "business day" means any day during which Canadian Chartered Banks are
          open  for  business  in the City of  Vancouver,  Province  of  British
          Columbia;

     (d)  "Business  Documentation"  means any and all records and other factual
          data and information  relating to the Company's Business interests and
          assets and including,  without limitation,  all plans,  agreements and
          records  which  are in the  possession  or  control  of  Vendor or the
          Company in that respect;

     (e)  "Closing" has the meaning ascribed to it in Article "6.1" hereinbelow;

     (f)  "Closing  Date"  has  the  meaning  ascribed  to it in  Article  "6.1"
          hereinbelow;

     (g)  "Commercial Arbitration Act" means the Arbitration Act of the Province
          of British Columbia,  R.S.B.C.  1996, as amended from time to time, as
          set forth in Article "11" hereinbelow;

     (h)  "Commissions"   means  the  United  States   Securities  and  Exchange
          Commission;

     (i)  "Common  Shares"  means the  3,500,000  shares of common  stock of the
          Purchaser  to be issued  and  delivered  to the  Vendor as part of the
          Purchase Price of the Purchased Shares;

     (j)  "Company"  means  Tangshan Yian  Biological  Engineering  Co., Ltd., a
          corporation  organized  under  the laws of the  People's  Republic  of
          China, or any successor company,  however formed,  whether as a result
          of merger, amalgamation or other action;

     (k)  "Company's Assets" means all assets, contracts,  equipment,  goodwill,
          inventory and Intellectual Property of the Company;

     (l)  "Company's  Business"  has the meaning  ascribed to it in recital "B."
          hereinabove;

     (m)  "Company's  Financial  Statements"  has the meaning  ascribed to it in
          Article "3.3(s)" hereinbelow;

     (n)  "Defaulting  Party"  and  "Non-Defaulting  Party"  have  the  meanings
          ascribed to them in Article "12" hereinbelow;

     (o)  "Encumbrances" means mortgages,  liens,  charges,  security interests,
          encumbrances and third party claims of any nature;

     (p)  "Exchange" means the NASD Over-the-Counter Bulletin Board;

     (q)  "Execution  Date" means the actual date of the  complete  execution of
          this Agreement and any amendment  thereto by all Parties hereto as set
          forth on the front page hereof;




<PAGE>


                                        4



     (r)  "Indemnified  Party"  and  "Indemnified  Parties"  have  the  meanings
          ascribed to them in Article "7.1" hereinbelow;

     (s)  "Intellectual  Property" means, with respect to the Company, all right
          and interest to all patents,  patents pending,  inventions,  know-how,
          any  operating  or  identifying  name or  registered  or  unregistered
          trademarks and tradenames,  all computer  programs,  licensed end-user
          software,   source  codes,  products  and  applications  (and  related
          documentation and materials) and other works of authorship  (including
          notes, reports, other documents and materials,  magnetic,  electronic,
          sound or video  recordings  and any other work in which  copyright  or
          similar  right  may  subsist)  and  all   copyrights   (registered  or
          unregistered)    therein,    industrial    designs    (registered   or
          unregistered),    franchises,   licenses,   authorities,   restrictive
          covenants or other  industrial  or  intellectual  property  used in or
          pertaining to the Company;

     (t)  "Parties"  or "Party"  means,  respectively,  the Vendor,  the Company
          and/or the Purchaser  hereto,  as the case may be, together with their
          respective   successors  and  permitted  assigns  as  the  context  so
          requires;

     (u)  "person" or "persons" means an individual,  corporation,  partnership,
          party,  trust,  fund,  association  and any other  organized  group of
          persons and the personal or other legal  representative of a person to
          whom the context can apply according to law;

     (v)  "Purchased  Shares"  has the meaning  ascribed  to it in recital  "C."
          hereinabove;   the   particulars  of  the  registered  and  beneficial
          ownership of such Purchased Securities being set forth in Schedule "A"
          which is attached hereto;

     (w)  "Purchase  Price" has the  meaning  ascribed  to it in  Article  "2.2"
          hereinbelow;

     (x)  "Purchaser" means Sinovac Biotech Ltd., a corporation  organized under
          the laws of the Country of Antigua, or any successor company,  however
          formed, whether as a result of merger, amalgamation or other action;

     (y)  "Purchaser's  Initial Due Diligence" has the meaning ascribed to it in
          Article "5.1(b)" hereinbelow;

     (z)  "Purchaser's  Ratification"  has the meaning ascribed to it in Article
          "5.1(a)" hereinbelow;

     (aa) "Takeover" means that  transaction or series of transactions  pursuant
          to which the Purchaser will acquire all of the Purchased Shares of the
          Company from the Vendor in exchange for the issuance  from treasury by
          the  Purchaser of the Common Shares and  US$2,200,000  payable with 12
          months of entering into this Share Purchase  Agreement and all matters
          necessarily ancillary thereto;




<PAGE>


                                        5



     (ab) "Time of Closing"  means 2:00 o'clock,  p.m.  (Vancouver  Time) on the
          Closing Date;

     (ac) "Transfer Agent" means Pacific Stock Transfer Company; and

     (ad) "Vendor"  means the sole  shareholder  of the Company who has executed
          this Agreement as a Party hereto.


1.2       Schedules.  For the  purposes of this  Agreement,  except as otherwise
          ---------
expressly provided or unless the context otherwise requires, the following shall
represent  the Schedules  which are attached to this  Agreement and which form a
material part hereof:

                 Schedule                          Description
                 --------                          -----------

             Schedule "A":             Purchased Shares and Vendor; and
             Schedule "B"              Promissory Note issued by the
                                       Purchaser.


1.3       Interpretation.   For  the  purposes  of  this  Agreement,  except  as
          --------------
otherwise expressly provided or unless the context otherwise requires,:

     (a)  the words  "herein",  "hereof"  and  "hereunder"  and  other  words of
          similar  import  refer  to this  Agreement  as a whole  and not to any
          particular Article, section or other subdivision of this Agreement;

     (b)  any  reference to an entity shall  include and shall be deemed to be a
          reference to any entity that is a permitted  successor to such entity;
          and

     (c)  words in the  singular  include the plural and words in the  masculine
          gender include the feminine and neuter genders, and vice versa.


                                    Article 2
                                    ---------
              PURCHASE AND SALE OF THE ALL OF THE PURCHASED SHARES
              ----------------------------------------------------


2.1       Purchase  and Sale.  Subject  to the terms and  conditions  hereof and
          ------------------
based upon the representations and warranties  contained in Articles "3" and "4"
hereinbelow  and prior  satisfaction  of the conditions  precedent which are set
forth in Article "5" hereinbelow,  the Vendor hereby agrees to assign,  sell and
transfer at the Closing Date (as  hereinafter  determined) all of his respective
rights, entitlement and interest in and to the Purchased Shares to the Purchaser
and the Purchaser hereby agrees to purchase all of the Purchased Shares from the
Vendor on the terms and subject to the conditions contained in this Agreement.




<PAGE>


                                        6



2.2       Purchase  Price.  The total purchase price (the "Purchase  Price") for
          ---------------
all of the  Purchased  Shares  will  be  satisfied  by way of the  issuance  and
delivery by the  Purchaser  to the Vendor,  in  accordance  with  section  "2.3"
hereinbelow,  of an aggregate of 3,500,000  common  shares in the capital of the
Purchaser  (each a "Common  Share"),  at a deemed  issuance price of US$0.76 per
Common Share and a promissory  note issued by the Purchaser to the Vendor in the
amount of  US$2,200,000,  which amount shall be due and payable within 12 months
of the  effective  date of this  Agreement,  and  which is  attached  hereto  as
Schedule "C".


2.3       Resale  Restrictions.  The Vendor hereby  acknowledges and agrees that
          --------------------
the Purchaser  makes no  representations  as to any resale or other  restriction
affecting  the Common  Shares  and that it is  presently  contemplated  that the
Common Shares will be issued by the Purchaser to the Vendor in reliance upon the
registration and prospectus exemptions contained in the United States Securities
Act of 1933, as amended (the  "Securities  Act") or  "Regulation  S" promulgated
under the Securities  Act which will impose a trading  restriction in the United
States on the Common  Shares for a period of at least 12 months from the Closing
Date (as hereinafter  determined).  In addition, the obligation of the Purchaser
to issue the Common Shares pursuant to section "2.2" hereinabove will be subject
to the Purchaser being satisfied that an exemption from applicable  registration
and  prospectus  requirements  is  available  under the  Securities  Act and all
applicable  securities laws, in respect of the Vendor and related Common Shares,
and the Purchaser shall be relieved of any obligation whatsoever to purchase any
Purchased  Shares of the  Vendor  and to issue  Common  Shares in respect of the
Vendor where the Purchaser  reasonably  determines that a suitable  exemption is
not available to it.


                                    Article 3
                                    ---------
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------
                          BY THE COMPANY AND THE VENDOR
                          -----------------------------


3.1       General  Representations,  Warranties and Covenants by the Company and
          ----------------------------------------------------------------------
Xianping  Wang.  In order to induce the  Purchaser to enter into and  consummate
--------------
this Agreement, the Company and Xianping Wang, jointly and severally, represents
to,  warrants  to and  covenants  with the  Purchaser,  with the intent that the
Purchaser  will rely thereon in entering  into this  Agreement and in concluding
the  transactions  contemplated  herein,  that,  to the  best of the  knowledge,
information  and belief of each of Xianping  Wang and the Company,  after having
made due inquiry:

     (a)  if a  corporation,  it  is  duly  organized  under  the  laws  of  its
          respective  jurisdiction of incorporation  and is validly existing and
          in good standing with respect to all statutory filings required by the
          applicable corporate laws;

     (b)  it is  qualified  to do  business in those  jurisdictions  where it is
          necessary to fulfill its  obligations  under this Agreement and it has
          the full  power and  authority  to enter into this  Agreement  and any
          agreement or instrument referred to or contemplated by this Agreement;

     (c)  it has the requisite power,  authority and capacity to own and use all
          of its  respective  business  assets  and to carry  on its  respective




<PAGE>


                                        7



          business as presently  conducted  by it and to fulfill its  respective
          obligations under this Agreement;

     (d)  the  execution  and  delivery  of this  Agreement  and the  agreements
          contemplated hereby have been duly authorized by all necessary action,
          corporate or otherwise, on its respective part;

     (e)  there are no other consents,  approvals or conditions precedent to the
          performance of this Agreement which have not been obtained;

     (f)  this Agreement constitutes a legal, valid and binding obligation of it
          enforceable  against  it in  accordance  with  its  terms,  except  as
          enforcement  may be limited by laws of general  application  affecting
          the rights of creditors;

     (g)  no  proceedings  are pending  for, and it is unaware of, any basis for
          the  institution  of  any   proceedings   leading  to  its  respective
          dissolution  or  winding  up, or the  placing of it in  bankruptcy  or
          subject to any other laws governing the affairs of insolvent companies
          or persons;

     (h)  the making of this  Agreement and the  completion of the  transactions
          contemplated  hereby and the  performance of and  compliance  with the
          terms hereof does not and will not:

          (i)       if a corporation,  conflict with or result in a breach of or
                    violate any of the terms,  conditions  or  provisions of its
                    respective constating documents;

          (ii)      conflict with or result in a breach of or violate any of the
                    terms, conditions or provisions of any law, judgment, order,
                    injunction,  decree,  regulation  or  ruling of any Court or
                    governmental authority,  domestic or foreign, to which it is
                    subject,  or  constitute  or result  in a default  under any
                    agreement, contract or commitment to which it is a party;

          (iii)     give to any party the right of termination,  cancellation or
                    acceleration  in or with respect to any agreement,  contract
                    or commitment to which it is a party;

          (iv)      give to any  government or  governmental  authority,  or any
                    municipality  or  any  subdivision  thereof,  including  any
                    governmental  department,   commission,   bureau,  board  or
                    administration    agency,    any   right   of   termination,
                    cancellation  or suspension of, or constitute a breach of or
                    result in a default under, any permit,  license,  control or
                    authority  issued to it which is  necessary  or desirable in
                    connection with the conduct and operations of its respective
                    business  and the  ownership  or leasing  of its  respective
                    business assets; or

          (v)       constitute  a default  by it, or any event  which,  with the
                    giving of notice or lapse of time or both,  might constitute




<PAGE>


                                        8



                    an  event  of  default,   under  any  agreement,   contract,
                    indenture or other  instrument  relating to any indebtedness
                    of  it  which  would  give  any  party  to  that  agreement,
                    contract,   indenture  or  other  instrument  the  right  to
                    accelerate  the  maturity  for  the  payment  of any  amount
                    payable under that agreement,  contract,  indenture or other
                    instrument; and

     (i)  neither  this  Agreement  nor  any  other  document,   certificate  or
          statement  furnished  to the  Purchaser  by or on behalf of any of the
          Vendor or the Company in connection with the transactions contemplated
          hereby  knowingly or  negligently  contains  any untrue or  incomplete
          statement of material fact or omits to state a material fact necessary
          in order to make the  statements  therein not  misleading  which would
          likely  affect  the  decision  of the  Purchaser  to enter  into  this
          Agreement.


3.2       Representations, Warranties and Covenants by the Vendor respecting the
          ----------------------------------------------------------------------
Purchased  Shares and the Common  Shares.  In order to induce the  Purchaser  to
----------------------------------------
enter into and  consummate  this  Agreement,  the Vendor hereby  represents  to,
warrants to and covenants with the Purchaser, with the intent that the Purchaser
will also rely thereon in entering into this  Agreement  and in  concluding  the
transactions   contemplated   herein,  that,  to  the  best  of  the  knowledge,
information and belief of the Vendor, after having made due inquiry:

     (a)  save and except as set forth in Schedule "A" which is attached hereto,
          the  Vendor  has good and  marketable  title to and is the  legal  and
          beneficial  owner of all of the  Purchased  Shares,  and the Purchased
          Shares  are fully  paid and  non-assessable  and are free and clear of
          liens,  charges,  encumbrances,  pledges,  mortgages,  hypothecations,
          security interests and adverse claims of any and all nature whatsoever
          and including,  without  limitation,  options,  pre-emptive rights and
          other  rights  of  acquisition  in  favour  of  any  person,   whether
          conditional or absolute;

     (b)  the  Vendor  has the  power and  capacity  to own and  dispose  of the
          Purchased  Shares,  and the  Purchased  Shares are not  subject to any
          voting or similar arrangement;

     (c)  there are no actions, suits, proceedings or investigations (whether or
          not  purportedly  against or on behalf of the Vendor or the  Company),
          pending or  threatened,  which may  affect,  without  limitation,  the
          rights of the Vendor to transfer  any of the  Purchased  Shares to the
          Purchaser  at law or in equity,  or before or by any  federal,  state,
          provincial,  municipal or other governmental  department,  commission,
          board, bureau,  agency or instrumentality,  domestic or foreign,  and,
          without limiting the generality of the foregoing,  there are no claims
          or potential claims under any relevant family relations legislation or
          other  equivalent  legislation  affecting  the  Purchased  Shares.  In
          addition,  the Vendor is not now aware of any existing ground on which
          any  such  action,  suit or  proceeding  might be  commenced  with any
          reasonable likelihood of success;





<PAGE>


                                        9



     (d)  no other person,  firm or  corporation  has any  agreement,  option or
          right  capable of becoming an agreement for the purchase of any of the
          Purchased Shares;

     (e)  the Vendor  acknowledges  that the Common  Shares will be issued under
          certain   exemptions  from  the  registration  and  prospectus  filing
          requirements  otherwise applicable under the Securities Act, and that,
          as a result,  the  Vendor  may be  restricted  from  using most of the
          remedies that would  otherwise be available to the Vendor,  the Vendor
          will not receive  information  that would  otherwise be required to be
          provided  to the Vendor and the  Purchaser  is relieved  from  certain
          obligations  that would  otherwise  apply to the Purchaser,  in either
          case, under applicable securities legislation;

     (f)  the Vendor has not received,  nor has the Vendor requested or does the
          Vendor  require  to  receive,  any  offering  memorandum  or a similar
          document describing the business and affairs of the Purchaser in order
          to  assist  the  Vendor  in  entering  into  this   Agreement  and  in
          consummating the transactions contemplated herein;

     (g)  the Vendor  acknowledges  and agrees  that the Common  Shares have not
          been and will not be qualified or registered under the securities laws
          of the  United  States or any other  jurisdiction  and,  as such,  the
          Vendor may be  restricted  from  selling or  transferring  such Common
          Shares under applicable law;

     (h)  the Vendor is  resident  in the  jurisdiction  as set forth  under the
          Vendor's  address in Schedule "A" which is attached  hereto,  and that
          all  negotiations  and other acts in  furtherance of the execution and
          delivery  of this  Agreement  by the  Vendor  in  connection  with the
          transactions  contemplated herein have taken place and will take place
          solely in such jurisdiction or in the "Country of Antigua; and

     (i)  the  Purchased   Shares  have  been  issued  in  accordance  with  all
          applicable securities and corporate legislation and policies.


3.3       Representations,  Warranties  and  Covenants  by the  Company  and the
          ----------------------------------------------------------------------
Vendor  respecting  the Company.  In order to induce the Purchaser to enter into
-------------------------------
and  consummate  this  Agreement,  each of the  Vendor and the  Company  hereby,
jointly and severally,  also  represents to,  warrants to and covenants with the
Purchaser, with the intent that the Purchaser will also rely thereon in entering
into this  Agreement and in concluding  the  transactions  contemplated  herein,
that, to the best of the knowledge, information and belief of each of the Vendor
and the Company, after having made due inquiry:

     Corporate Status of the Company
     -------------------------------

     (a)  the Company is a company  with  limited  liability  duly and  properly
          organized  and  validly  subsisting  under  the  laws of the  People's
          Republic of China being the only jurisdiction  where it is required to




<PAGE>


                                       10



          be registered  for the purpose of enabling it to carry on its business
          and own its property as presently carried on and owned;

     (b)  the Company has good and sufficient power,  authority and right to own
          or lease its property, to enter into this Agreement and to perform its
          obligations hereunder;

     Authorization
     -------------

     (c)  this Agreement has been duly authorized, executed and delivered by the
          Vendor and the Company and is a legal, valid and binding obligation of
          the Vendor and the Company,  enforceable against the Vendor and/or the
          Company,  as the case may be, by the Purchaser in accordance  with its
          terms, except as enforcement may be limited by bankruptcy,  insolvency
          and other laws affecting the rights of creditors  generally and except
          that  equitable  remedies may be granted only in the  discretion  of a
          court of competent jurisdiction;

     No Other Agreements to Purchase
     -------------------------------

     (d)  no person other than the Purchaser  has any written or oral  agreement
          or option or any right or privilege  (whether by law,  pre-emptive  or
          contractual)  capable  of  becoming  an  agreement,  or option for the
          purchase  or  acquisition  from  the  Vendor  of any of the  Purchased
          Shares;

     Options
     -------

     (e)  no person  has any  agreement  or  option  or any  right or  privilege
          (whether by law,  pre-emptive or  contractual)  capable of becoming an
          agreement,  including convertible securities,  warrants or convertible
          obligations of any nature, for the purchase,  subscription,  allotment
          or issuance of any unissued shares or other securities of the Company;

     Title to Shares
     ---------------

     (f)  the Purchased  Shares are  beneficially  owned by the Vendor with good
          and  marketable  title  thereto  free  of  all  Encumbrances  and  are
          registered  in the books of the Company in the name of the Vendor and,
          without limitation  thereto,  none of the Purchased Shares are subject
          to  any  voting  trust,   unanimous  shareholders   agreement,   other
          shareholders agreements, pooling agreements or voting agreements;

     (g)  upon  completion of the  transactions  contemplated by this Agreement,
          all of the  Purchased  Shares  will be owned by the  Purchaser  as the
          beneficial  owner of record,  with good and  marketable  title thereto
          (except  for  such  Encumbrances  as  may  have  been  granted  by the
          Purchaser);



<PAGE>


                                       11



     Title to Personal Property and Other Property
     ---------------------------------------------

     (h)  the  property  and assets of the  Company  are,  and  between the date
          hereof and the  Closing  Date (as  hereinafter  determined),  will be,
          owned  beneficially  by the Company with a good and  marketable  title
          thereto,  free  and  clear  of all  Encumbrances  save  as  previously
          disclosed to the Purchaser;

     Intellectual Property
     ---------------------

     (i)  the Company has  provided the  Purchaser  with a complete and accurate
          list  of all  trade  marks,  trade  names,  business  names,  patents,
          inventions,   know-how,   copyrights,   service  marks,  brand  names,
          industrial  designs and all other industrial or intellectual  property
          owned or used by the Company in carrying on the Company's Business and
          all  applications  therefor  and  all  goodwill  connected  therewith,
          including,   without   limitation,   all  licenses,   registered  user
          agreements  and all like  rights  used by or granted to the Company in
          connection  with the  Company's  Business and all right to register or
          otherwise   apply  for  the   protection   on  any  of  the  foregoing
          (collectively, the "Intellectual Property");

     (j)  the  Intellectual  Property  comprises  all trade marks,  trade names,
          business names, patents,  inventions,  know-how,  copyrights,  service
          marks,  brand marks,  industrial  designs and all other  industrial or
          intellectual property necessary to conduct the Company's Business;

     (k)  the Company is the beneficial owner of the Intellectual Property, free
          and clear of all  Encumbrances,  and is not a party to or bound by any
          contract  or other  obligation  whatsoever  that limits or impairs its
          ability  to  sell,  transfer,  assign  or  convey,  or that  otherwise
          affects, the Intellectual Property;

     (l)  no person has been  granted any interest in or right to use all or any
          portion of the Intellectual Property;

     (m)  neither  the  Vendor  nor the  Company  are  aware  of a claim  of any
          infringement  or breach of any  industrial  or  intellectual  property
          rights of any other person by the Company,  nor have the Vendor or the
          Company received any notice that the conduct of the Company's Business
          infringes or breaches any industrial or  intellectual  property rights
          of any other person, and neither the Vendor nor the Company, after due
          inquiry, have any knowledge of any infringement or violation of any of
          their  rights  or the  rights  of  the  Company  in  the  Intellectual
          Property;

     (n)  the  conduct of the  Company's  Business  does not  infringe  upon the
          patents, trade marks, licenses, trade names, business names, copyright
          or other  industrial  or  intellectual  property  rights,  domestic or
          foreign, of any other person;





<PAGE>


                                       12



     (o)  neither  the  Vendor nor the  Company  are aware of any state of facts
          that  casts  doubt on the  validity  or  enforceability  of any of the
          Intellectual Property;

     (p)  the Company has provided to the  Purchaser a true and complete copy of
          all  Contracts and  amendments  thereto that comprise or relate to the
          Intellectual Property;

     Financial Statements
     --------------------

     (q)  the Company's Audited  Financial  Statements dated June 30, 2003, have
          been  prepared  in  accordance  with  generally  accepted   accounting
          principles  applied  on a basis  consistent  with prior  periods,  are
          correct  and  complete  and  present  fairly the  assets,  liabilities
          (whether  accrued,  absolute,  contingent or otherwise)  and financial
          condition  of the  Company as at the  respective  dates of and for the
          respective periods covered by the Company's Financial Statements;

     (r)  for any period up to the Time of Closing the Company will not have any
          debts  or  liabilities   whatsoever  (whether  accrued,   absolute  or
          contingent  or  otherwise),  including  any  liabilities  for federal,
          provincial, sales, excise, income, corporate or any other taxes of the
          Company except for;

          (i)       the debts and  liabilities  disclosed  on,  provided  for or
                    included  in the  balance  sheet  forming a part of the most
                    recent of the Company's Financial Statements;

          (ii)      debts or  liabilities  disclosed  in this  Agreement  or any
                    Schedule hereto; and

          (iii)     liabilities  incurred by the Company in the ordinary  course
                    of the  Company's  Business  subsequent  to the  date of the
                    balance  sheet  referred  to  in  the  Company's   Financial
                    Statements;

     Books and Records
     -----------------

     (s)  the books and records of the Company  fairly and correctly set out and
          disclose,  in all material  respects,  in  accordance  with  generally
          accepted accounting  principles,  consistently  applied, the financial
          condition of the Company as of the date of this Master  Agreement  and
          all  material   financial   transactions  of  the  Company  have  been
          accurately recorded in such books and records;

     Corporate Records
     -----------------

     (t)  the Corporate records and minute books of the Company contain complete
          and accurate minutes, (duly signed by the chairman and/or secretary of
          the  appropriate  meeting)  of  all  meetings  of  the  directors  and
          shareholders of the Company since its date of incorporation;





<PAGE>


                                       13



     (u)  the share certificate records,  the securities register,  the register
          of  disclosures  , the  register of  directors  and  officers  for the
          Company are  contained in the  corporate  minute book and are complete
          and accurate in all respects;

     Directors and Officers
     ----------------------

     (v)  the present directors and officers of the Company are as follows:

          Name                                  Position
          ----                                  --------

          Xianping Wang                         President and Director

     Accuracy of Warranties
     ----------------------

     (w)  neither this Agreement nor any document,  schedule, list, certificate,
          declaration under oath or written statement now or hereafter furnished
          by the Vendor or the Company to the Purchaser in  connection  with the
          transactions  contemplated by this Agreement  contains or will contain
          any untrue statement or  representation of a material fact on the part
          of the Vendor or the  Company,  or omits or will omit on behalf of the
          Vendor or the Company to state a material  fact  necessary to make any
          such  statement  or  representation  therein or herein  contained  not
          misleading; and

     Full Disclosure
     ---------------

     (x)  the  Vendor  has  no   information   or  knowledge  of  any  fact  not
          communicated  to the  Purchaser  and relating to the Company or to the
          Company's  Business or to the Purchased  Shares which, if known to the
          Purchaser,  might  reasonably be expected to deter the Purchaser  from
          entering  into this  Agreement  or from  completing  the  transactions
          contemplated by this Agreement.


3.4       Survival of the  Representations,  Warranties and Covenants by each of
          ----------------------------------------------------------------------
the Vendor and the Company.  To the extent they have not been fully performed at
--------------------------
or prior to the Time of Closing,  each and every  representation and warranty of
the  Vendor  or the  Company  contained  in this  Agreement  and any  agreement,
instrument, certificate or other document executed or delivered pursuant to this
Agreement shall:

     (a)  be true and correct on and as of the Closing  Date with the same force
          and effect as though made or given on the Closing Date;

     (b)  remain in full force and  effect  notwithstanding  any  investigations
          conducted by or on behalf of the Purchaser; and

     (c)  survive  the  completion  of the  transactions  contemplated  by  this
          Agreement  until the second  anniversary of the Closing Date and shall
          continue  in full force and effect  for the  benefit of the  Purchaser
          during that period, except that:




<PAGE>


                                       14



          (i)       the representations and warranties set out in section 3.2(a)
                    to and including  3.2(i) above shall survive and continue in
                    full force and effect without limitation of time; and

          (ii)      a claim  for any  breach of any of the  representations  and
                    warranties  contained in this Agreement or in any agreement,
                    instrument,   certificate  or  other  document  executed  or
                    delivered  pursuant  hereto  involving  fraud or  fraudulent
                    misrepresentation  may be made  at any  time  following  the
                    Closing Date, subject only to applicable  limitation periods
                    imposed by law.

     (d)  to the extent  they have not been fully  performed  at or prior to the
          Time of Closing,  each and every  covenant of the Vendor  contained in
          this  Agreement and any  agreement,  instrument,  certificate or other
          document  executed  or  delivered  pursuant  to this  Agreement  shall
          survive  the  completion  of the  transactions  contemplated  by  this
          Agreement and, notwithstanding such completion, shall continue in full
          force and effect for the benefit of the Purchaser.


                                    Article 4
                                    ---------
           WARRANTIES, REPRESENTATIONS AND COVENANTS BY THE PURCHASER
           ----------------------------------------------------------


4.1       Warranties,  Representations and Covenants by the Purchaser.  In order
          -----------------------------------------------------------
to  induce  the  Vendor  and the  Company  to  enter  into and  consummate  this
Agreement,  the Purchaser  hereby warrants to,  represents to and covenants with
each of the Vendor and the Company,  with the intent that each of the Vendor and
the Company will rely thereon in entering into this  Agreement and in concluding
the  transactions  contemplated  herein,  that,  to the  best of the  knowledge,
information and belief of the Purchaser, after having made due inquiry:

     Corporate Status of the Purchaser
     ---------------------------------

     (a)  the  Purchaser is a company with limited  liability  duly and properly
          incorporated,  organized and validly  subsisting under the laws of the
          Country of Antigua being the only jurisdiction where it is required to
          be registered  for the purpose of enabling it to carry on its business
          and own its property as presently carried on and owned;

     (b)  the Purchaser has good and  sufficient  power,  authority and right to
          own or lease its property, to enter into this Agreement and to perform
          its obligations hereunder;

     Authorization
     -------------

     (c)  this Agreement has been duly authorized, executed and delivered by the
          Purchaser  and  is a  legal,  valid  and  binding  obligation  of  the
          Purchaser,  enforceable against the Purchaser,  as the case may be, by
          the Vendor and/or the Company in accordance with its terms,  except as




<PAGE>


                                       15



          enforcement  may be limited by  bankruptcy,  insolvency and other laws
          affecting the rights of creditors  generally and except that equitable
          remedies may be granted only in the discretion of a court of competent
          jurisdiction;

     Share Capital
     -------------

     (d)  the authorized capital of the Purchaser consists of 100,000,000 shares
          of common  stock of which  27,091,033  shares  of common  stock of the
          Purchaser have been duly issued and are  outstanding as fully paid and
          non-assessable,  and 50,000,000  shares of preferred stock of which no
          shares of preferred stock are issued and outstanding;

     (e)  all of the issued and  outstanding  shares of the Purchaser are listed
          and posted for trading on the Exchange;

     (f)  the  Purchaser  will allot and issue the Common  Shares on the Closing
          Date in accordance with sections "2.2" and "2.3"  hereinabove as fully
          paid and  non-assessable  in the  capital of the  Purchaser,  free and
          clear of all actual or threatened liens, charges,  security interests,
          options,  encumbrances,  voting  agreements,  voting trusts,  demands,
          limitations and restrictions of any nature whatsoever, other than hold
          periods or other  restrictions  imposed  under  applicable  securities
          legislation or by securities regulatory authorities;

     Options
     -------

     (g)  no person  has any  agreement  or  option  or any  right or  privilege
          (whether by law,  pre-emptive or  contractual)  capable of becoming an
          agreement,  including convertible securities,  warrants or convertible
          obligations of any nature, for the purchase,  subscription,  allotment
          or  issuance  of  any  unissued  shares  or  other  securities  of the
          Purchaser  except for 3,000,000  stock options  exercisable at US$1.31
          per share which have been granted to  directors,  officers,  employees
          and consultants of the Purchaser;

     Directors and Officers
     ----------------------

     (h)  the present directors and officers of the Purchaser are as follows:

          Name                                  Position
          ----                                  --------

          Wei Dong Yin                          Director, President and CEO;
          Lily Wang                             Director and CFO;
          He Ping Wang                          Director
          Kim Kiat Ong                          Director

     Full Disclosure
     ---------------

     (i)  the  Purchaser  has  no  information  or  knowledge  of any  fact  not
          communicated  to the  Vendor  and  the  Company  and  relating  to the
          Purchaser  or to  the  Purchaser's  business  or  to  its  issued  and
          outstanding  securities  which,  if known  to the  Vendor  and/or  the




<PAGE>


                                       16



          Company,  might  reasonably be expected to deter the Vendor and/or the
          Company  from  entering  into this  Agreement or from  completing  the
          transactions contemplated by this Agreement.


4.2       Survival  of the  Representations,  Warranties  and  Covenants  by the
          ----------------------------------------------------------------------
Purchaser.  To the extent they have not been fully  performed at or prior to the
---------
Time of Closing,  each representation and warranty of the Purchaser contained in
this Agreement or in any document, instrument,  certificate or undertaking given
pursuant hereto shall:

     (a)  be true and correct on and as of the Closing  Date with the same force
          and effect as though made or given on the Closing Date;

     (b)  remain in full  force an  effect  notwithstanding  any  investigations
          conducted by or on behalf of the Purchaser, and

     (c)  survive  the  completion  of the  transactions  contemplated  by  this
          Agreement  until the second  anniversary of the Closing Date and shall
          continue  in full force and  effect for the  benefit of the Vendor and
          the Company during that period,  except that a claim for any breach of
          any of the representations and warranties  contained in this Agreement
          or  in  any  agreement,  instrument,  certificate  or  other  document
          executed or delivered  pursuant  hereto  involving fraud or fraudulent
          misrepresentation  may be made at any time following the Closing Date,
          subject only to applicable limitation periods imposed by law.

     (d)  To the extent  they have not been fully  performed  at or prior to the
          Time of Closing, each and every covenant of the Purchaser contained in
          this  Agreement and any  agreement,  instrument,  certificate or other
          document  executed  or  delivered  pursuant  to this  Agreement  shall
          survive  the  completion  of the  transactions  contemplated  by  this
          Agreement and, notwithstanding such completion, shall continue in full
          force and effect for the benefit of the Vendor and the Company.


                                    Article 5
                                    ---------
                         CONDITIONS PRECEDENT TO CLOSING
                         -------------------------------


5.1       Parties'  Conditions  Precedent  prior to the Closing Date. All of the
          ----------------------------------------------------------
rights,  duties  and  obligations  of  each of the  Parties  hereto  under  this
Agreement  are subject to the following  conditions  precedent for the exclusive
benefit of each of the Parties to be fulfilled  in all  material  aspects in the
reasonable  opinion of each of the Parties or to be waived by each or any of the
Parties,  as the case may be,  as soon as  possible  after the  Execution  Date;
however, unless specifically indicated as otherwise,  not later than the Time of
Closing:

     (a)  the  specific  ratification  of  the  terms  and  conditions  of  this
          Agreement  by the Board of  Directors  of the  Purchaser  within  five
          business days of the due and complete  execution of this  Agreement by
          each of the Parties hereto (the "Purchaser's Ratification");




<PAGE>


                                       17



     (b)  the  completion  by the  Purchaser  of an initial  due  diligence  and
          operations review of the Company's Business and operations within five
          (5) calendar  days of the prior  satisfaction  by the Purchaser of the
          Purchaser's Ratification (the "Purchaser's Initial Due Diligence");


5.2       Parties' Waiver of Conditions Precedent.  The conditions precedent set
          ---------------------------------------
forth in section "5.1"  hereinabove are for the exclusive benefit of each of the
Parties  hereto and may be waived by each of the Parties in writing and in whole
or in part at or prior to the Time of Closing.


5.3       The Vendor's and the Company's Conditions Precedent.  The purchase and
          ---------------------------------------------------
sale  of the  Purchased  Securities  is  subject  to  the  following  terms  and
conditions  for the  exclusive  benefit  of the Vendor  and the  Company,  to be
fulfilled or performed at or prior to the Time of Closing:

     (a)  the  representations and warranties of the Purchaser contained in this
          Agreement  shall be true and correct in all  material  respects at the
          Time  of  Closing,   with  the  same  force  and  effect  as  if  such
          representations and warranties were made at and as of such time;

     (b)  all of the terms,  covenants and  conditions  of this  Agreement to be
          complied  with or performed by the  Purchaser at or before the Time of
          Closing  shall have been  complied  with or  performed in all material
          respects;

     (c)  there  shall  have  been  obtained,   from  all  appropriate  federal,
          provincial,  municipal or other governmental or administrative bodies,
          such   licenses,   permits,   consents,    approvals,    certificates,
          registrations and authorizations as are required by law, if any, to be
          obtained by the  Purchaser  to permit the change of  ownership  of the
          Purchased  Shares  contemplated  hereby,  in each  case  in  form  and
          substance   satisfactory  to  the  Vendor  and  the  Company,   acting
          reasonably;

     (d)  no legal or  regulatory  action  or  proceeding  shall be  pending  or
          threatened by any person to enjoin,  restrict or prohibit the purchase
          and sale of the Purchased Shares contemplated hereby;

          If any of the  conditions  contained  in this section 5.3 shall not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
the Vendor and the Company,  acting  reasonably,  the Vendor  and/or the Company
may, by notice to the Purchaser, terminate this Agreement and the obligations of
the Vendor,  the Company and the Purchaser under this Agreement,  other than the
obligations  contained in Article 8 hereinbelow,  shall be terminated,  provided
that the Vendor and the Company  may also bring an action  pursuant to Article 7
against  the  Purchaser  for damages  suffered by the Vendor  and/or the Company
where the  non-performance  or non-fulfillment of the relevant condition is as a
result of a breach of covenant, representation or warranty by the Purchaser. Any
such  condition  may be waived in whole or in part by the Vendor and the Company
in writing  without  prejudice to any claims it may have for breach of covenant,
representation or warranty.




<PAGE>


                                       18



5.4       Purchaser's  Conditions  Precedent prior to the Closing Date. The sale
          ------------------------------------------------------------
and  purchase  of the  Purchased  Shares is subject to the  following  terms and
conditions  for the  exclusive  benefit of the  Purchaser,  to be  fulfilled  or
performed at or prior to the Time of Closing:

     (a)  the  representations  and  warranties  of the Vendor  and the  Company
          contained in this  Agreement  shall be true and correct at the Time of
          Closing, with the same force and effect as if such representations and
          warranties were made at and as of such time;

     (b)  all of the terms,  covenants and  conditions  of this  Agreement to be
          complied  with or performed by the Vendor and the Company at or before
          the Time of Closing shall have been complied with or performed;

     (c)  there  shall  have  been  obtained,   from  all  appropriate  federal,
          provincial,  municipal or other governmental or administrative bodies,
          such   licenses,   permits,   consents,    approvals,    certificates,
          registrations and  authorizations  as are required to be obtained,  if
          any, by the Vendor and the  Company to permit the change of  ownership
          of the Purchased Shares contemplated hereby;

     (d)  there shall have been no  material  adverse  changes in the  condition
          (financial or otherwise), assets, liabilities,  operations,  earnings,
          the  Company's  Business or prospects of the Company since the date of
          the Company's Financial Statements;

     (e)  no legal or  regulatory  action  or  proceeding  shall be  pending  or
          threatened by any person to enjoin,  restrict or prohibit the purchase
          and sale of the Purchased Shares contemplated hereby;

     (f)  no  material  damage  by fire or  other  hazard  to the  whole  or any
          material  part of the  property  or assets of the  Company  shall have
          occurred from the date hereof to the Time of Closing;

          If any of the  conditions  contained  in this section 5.4 shall not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
the Purchaser, acting reasonably, the Purchaser may, by notice to the Vendor and
the Company,  terminate  this Agreement and the  obligations of the Vendor,  the
Company and the Purchaser under this  Agreement,  other than the obligations set
forth in Article 8, shall be  terminated,  provided  that the Purchaser may also
bring an action  pursuant to Article 7 against the Vendor and/or the Company for
damages suffered by the Purchaser where the  non-performance  or non-fulfillment
of the relevant condition is as a result of a breach of covenant, representation
or warranty by the Vendor or the Company.  Any such  condition  may be waived in
whole or in part by the  Purchaser  without  prejudice to any claims it may have
for breach of covenant, representation or warranty.




<PAGE>


                                       19



                                    Article 6
                                    ---------
                          CLOSING AND EVENTS OF CLOSING
                          -----------------------------


6.1       Closing and Closing  Date.  The closing (the  "Closing") of the within
          -------------------------
purchase and delivery of the Purchased  Shares, as contemplated in the manner as
set forth in Article  "2"  hereinabove,  together  with all of the  transactions
contemplated  by this  Agreement  shall occur on January 29, 2004 (the  "Closing
Date"),  or on such earlier or later Closing Date as may be agreed to in advance
and in writing by each of the Parties hereto,  and will be closed at the offices
of solicitors for the  Purchaser,  Devlin  Jensen,  Barristers  and  Solicitors,
located at Suite 2550 - 555 W. Hastings St.,  Vancouver,  B.C., V6B 4N5, at 2:00
p.m. (Vancouver time) on the Closing Date.


6.2       Latest  Closing  Date. If the Closing Date has not occurred by January
          ---------------------
31, 2004,  subject to an  extension as may be mutually  agreed to by the Parties
for a maximum of 14 days per extension,  then the Purchaser and the Vendor shall
each have the option to terminate  this  Agreement by delivery of written notice
to the other Party. Upon delivery of such notice,  this Agreement shall cease to
be of any force and effect  except for  Article  "8"  hereinbelow,  which  shall
remain  in  full  force  and  effect  notwithstanding  the  termination  of this
Agreement.


6.3       Documents  to be  delivered by the Company and the Vendor prior to the
          ----------------------------------------------------------------------
Closing Date.  Not later than five calendar days prior to the Closing Date,  and
------------
in  addition  to the  documentation  which is  required  by the  agreements  and
conditions precedent which are set forth hereinabove, the Company and the Vendor
shall also execute and deliver or cause to be delivered to  Purchaser's  counsel
all such other  documents,  resolutions and instruments as may be necessary,  in
the opinion of counsel for the Purchaser,  acting reasonably, to complete all of
the  transactions   contemplated  by  this  Agreement  and  including,   without
limitation,  the  necessary  transfer  of  all of the  Purchased  Shares  to the
Purchaser  free  and  clear  of  all  liens,  security  interests,  charges  and
encumbrances,  and in  particular  including,  but not  being  limited  to,  the
following materials:

     (a)  all  documentation  as may be necessary  and as may be required by the
          solicitors for the Purchaser, acting reasonably, to ensure that all of
          the  Purchased  Shares  have  been   transferred,   assigned  and  are
          registerable in the name of and for the benefit of the Purchaser under
          all applicable corporate and securities laws;

     (b)  certificates  representing the Purchased Shares registered in the name
          of the Vendor,  duly  endorsed  for transfer to the  Purchaser  and/or
          irrevocable  stock powers  transferring  the  Purchased  Shares to the
          Purchaser;

     (c)  certificates  representing the Purchased Shares registered in the name
          of the Purchaser;

     (d)  a  certified  copy of the  resolutions  of the  directors  (and of the
          Vendor/shareholder,  if  necessary)  of the  Company  authorizing  the
          transfer by the Vendor to the Purchaser of the Purchased Shares;




<PAGE>


                                       20



     (e)  a copy of all  corporate  records  and books of account of the Company
          and including,  without  limiting the  generality of the foregoing,  a
          copy of all minute books,  share  register  books,  share  certificate
          books and annual reports of the Company;

     (f)  all remaining Business Documentation; and

     (g)  all such other documents and instruments as the Purchaser's solicitors
          may reasonably require.


6.4       Documents to be delivered by the Purchaser  prior to the Closing Date.
          ---------------------------------------------------------------------
Not later than the Closing Date, and in addition to the  documentation  which is
required  by the  agreements  and  conditions  precedent  which  are  set  forth
hereinabove,  the  Purchaser  shall  also  execute  and  deliver  or cause to be
delivered to the Company's and the Vendor's  counsel,  all such other documents,
resolutions and instruments that may be necessary, in the opinion of counsel for
the  Company  and  the  Vendor,  acting  reasonably,  to  complete  all  of  the
transactions  contemplated by this Agreement and including,  without limitation,
the necessary  acceptance of the transfer of all of the Purchased  Shares to the
Purchaser  free  and  clear  of all  liens,  charges  and  encumbrances,  and in
particular including, but not being limited to, the following materials:

     (a)  a copy of the resolutions of the directors of the Purchaser  providing
          for the approval of all of the transactions contemplated hereby;

     (b)  an executed  treasury  order of the  Purchaser  providing  for the due
          issuance of all of the Purchase  Price Common  Shares to the order and
          direction of the Vendor in  accordance  with  section  "2.2" and "2.3"
          hereinabove; and

     (c)  all such other  documents  and  instruments  as the  Company's and the
          Vendors' respective solicitors may reasonably require.


                                    Article 7
                                    ---------
                      INDEMNIFICATION AND LEGAL PROCEEDINGS
                      -------------------------------------


7.1       Indemnification.  The  Parties  hereto  agree  to  indemnify  and save
          ---------------
harmless  the other  Parties  hereto  and  including,  where  applicable,  their
respective  affiliates,  directors,  officers,  employees  and agents (each such
party being an  "Indemnified  Party")  harmless from and against and agree to be
liable for any and all losses, claims,  actions,  suits,  proceedings,  damages,
liabilities or expenses of whatever nature or kind,  including any investigation
expenses  incurred by any Indemnified  Party, to which an Indemnified  Party may
become subject by reason of the terms and conditions of this Agreement.


7.2       No  Indemnification.  This  indemnity  will not apply in respect of an
          -------------------
Indemnified  Party in the  event  and to the  extent  that a court of  competent




<PAGE>


                                       21



jurisdiction in a final judgment shall determine that the Indemnified  Party was
grossly negligent or guilty of willful misconduct.


7.3       Claim of Indemnification.  The Parties hereto agree to waive any right
          ------------------------
they might have of first requiring the  Indemnified  Party to proceed against or
enforce any other right, power, remedy, security or claim payment from any other
person before claiming this indemnity.


7.4       Notice of Claim.  In case any action is brought against an Indemnified
          ---------------
Party in respect of which  indemnity  may be sought  against  any of the Parties
hereto, the Indemnified Party will give the relevant Party hereto prompt written
notice of any such action of which the Indemnified  Party has knowledge and such
Party will  undertake  the  investigation  and defense  thereof on behalf of the
Indemnified Party,  including the prompt consulting of counsel acceptable to the
Indemnified  Party  affected  and the  payment of all  expenses.  Failure by the
Indemnified  Party to so notify  shall  not  relieve  any  Party  hereto of such
Party's obligation of  indemnification  hereunder unless (and only to the extent
that) such failure  results in a forfeiture  by any Party hereto of  substantive
rights or defenses.


7.5       Settlement.  No admission of liability and no settlement of any action
          ----------
shall be made without the consent of each of the Parties  hereto and the consent
of the Indemnified Party affected, such consent not to be unreasonably withheld.


7.6       Legal Proceedings. Notwithstanding that the relevant Party hereto will
          -----------------
undertake the investigation and defense of any action, an Indemnified Party will
have the right to employ separate  counsel in any such action and participate in
the defense  thereof,  but the fees and  expenses of such counsel will be at the
expense of the Indemnified Party unless:

     (a)  such counsel has been authorized by the relevant Party hereto;

     (b)  the  relevant  Party  hereto has not assumed the defense of the action
          within a  reasonable  period  of time  after  receiving  notice of the
          action;

     (c)  the named parties to any such action include that any Party hereto and
          the  Indemnified  Party shall have been  advised by counsel that there
          may be a  conflict  of  interest  between  any  Party  hereto  and the
          Indemnified Party; or

     (d)  there are one or more  legal  defenses  available  to the  Indemnified
          Party which are  different  from or in addition to those  available to
          any Party hereto.


7.7       Contribution. If for any reason other than the gross negligence or bad
          ------------
faith of the  Indemnified  Party  being  the  primary  cause of the loss  claim,
damage, liability, cost or expense, the foregoing indemnification is unavailable
to the Indemnified  Party or  insufficient  to hold them harmless,  the relevant




<PAGE>


                                       22



Party hereto shall  contribute to the amount paid or payable by the  Indemnified
Party as a result of any and all such losses,  claim,  damages or liabilities in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
received by any Party  hereto on the one hand and the  Indemnified  Party on the
other,  but  also  the  relative  fault  of  the  Parties  and  other  equitable
considerations  which  may  be  relevant.  Notwithstanding  the  foregoing,  the
relevant  Party  hereto  shall in any event  contribute  to the  amount  paid or
payable  by the  Indemnified  Party,  as a result  of the loss,  claim,  damage,
liability, cost or expense (other than a loss, claim, damage, liability, cost or
expenses, the primary cause of which is the gross negligence or bad faith of the
Indemnified  Party),  any  excess  of such  amount  over the  amount of the fees
actually received by the Indemnified Party hereunder.


                                    Article 8
                                    ---------
                                 NON-DISCLOSURE
                                 --------------


8.1       Public  Announcements  and Disclosure to Regulatory  Authorities.  All
          ----------------------------------------------------------------
information  relating to the Agreement and the transaction  contemplated therein
shall be treated as confidential  and no public  disclosure shall be made by any
Party   without  the  prior   approval   of  the  Company  and  the   Purchaser.
Notwithstanding the provisions of this Article, the Parties hereto agree to make
such public  announcements and disclosure to the Regulatory  Authorities of this
Agreement promptly upon its execution all in accordance with the requirements of
applicable securities legislation and regulations.


                                    Article 9
                                    ---------
                            ASSIGNMENT AND AMENDMENT
                            ------------------------


9.1       Assignment.  Save and except as provided  herein,  no Party hereto may
          ----------
sell,  assign,  pledge or mortgage or otherwise  encumber all or any part of its
respective interest herein without the prior written consent of all of the other
Parties hereto.


9.2       Amendment.  This  Agreement  and any  provision  thereof  may  only be
          ---------
amended  in  writing  and  only by duly  authorized  signatories  of each of the
respective Parties hereto.


                                   Article 10
                                   ----------
                                  FORCE MAJEURE
                                  -------------


10.1      Events.  If any Party  hereto is at any time  prevented  or delayed in
          ------
complying with any provisions of this Agreement by reason of strikes, walk-outs,
labour  shortages,  power  shortages,  fires,  wars,  acts of God,  earthquakes,
storms,   floods,   explosions,   accidents,   protests  or   demonstrations  by
environmental  lobbyists  or native  rights  groups,  delays in  transportation,
breakdown  of  machinery,  inability to obtain  necessary  materials in the open
market, unavailability of equipment, governmental regulations restricting normal
operations, shipping delays or any other reason or reasons beyond the control of
that  Party,  then the time  limited  for the  performance  by that Party of its




<PAGE>


                                       23



respective  obligations hereunder shall be extended by a period of time equal in
length to the period of each such prevention or delay.


10.2      Notice. A Party shall,  within seven calendar days, give notice to the
          ------
other Parties of each event of force majeure under section  "10.1"  hereinabove,
and upon  cessation of such event shall furnish the other Parties with notice of
that  event  together  with  particulars  of the  number  of days by  which  the
obligations  of that Party  hereunder have been extended by virtue of such event
of force majeure and all preceding events of force majeure.


                                   Article 11
                                   ----------
                                   ARBITRATION
                                   -----------


11.1      Matters for  Arbitration.  The  Parties  agree that all  questions  or
          ------------------------
matters  in  dispute  with  respect  to this  Agreement  shall be  submitted  to
arbitration pursuant to the terms hereof.


11.2      Notice. It shall be a condition precedent to the right of any Party to
          ------
submit any matter to  arbitration  pursuant  to the  provisions  hereof that any
Party  intending  to refer any matter to  arbitration  shall have given not less
than 10 calendar  days' prior  written  notice of its  intention to do so to the
other  Party  together  with  particulars  of  the  matter  in  dispute.  On the
expiration  of such 10 calendar  days the Party who gave such notice may proceed
to refer the dispute to arbitration as provided in section "11.3" hereinbelow.


11.3      Appointments.   The  Party  desiring  arbitration  shall  appoint  one
          ------------
arbitrator, and shall notify the other Party of such appointment,  and the other
Party shall,  within two calendar days after  receiving such notice,  appoint an
arbitrator,  and the two arbitrators so named,  before proceeding to act, shall,
within 10 calendar days of the  appointment  of the last  appointed  arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with them and
be chairman of the  arbitration  herein  provided  for. If the other Party shall
fail to appoint an arbitrator  within 10 calendar days after receiving notice of
the appointment of the first arbitrator, and if the two arbitrators appointed by
the Parties shall be unable to agree on the  appointment  of the  chairman,  the
chairman shall be appointed  under the provisions of the Commercial  Arbitration
Act (British Columbia) (the "Arbitration Act"). Except as specifically otherwise
provided in this section, the arbitration herein provided for shall be conducted
in accordance with such Arbitration Act. The chairman, or in the case where only
one arbitrator is appointed,  the single arbitrator,  shall fix a time and place
in  Vancouver,  British  Columbia,  for the purpose of hearing the  evidence and
representations  of the Parties,  and he shall preside over the  arbitration and
determine all questions of procedure not provided for under such Arbitration Act
or this section. After hearing any evidence and representations that the Parties
may submit, the single arbitrator, or the arbitrators, as the case may be, shall
make an award and reduce the same to writing,  and  deliver one copy  thereof to
each of the Parties.  The expense of the arbitration  shall be paid as specified
in the award.





<PAGE>


                                       24



11.4      Award.  The  Parties  agree  that  the  award  of a  majority  of  the
          -----
arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be
final and binding upon each of them.


                                   Article 12
                                   ----------
                             DEFAULT AND TERMINATION
                             -----------------------


12.1      Default.  The  Parties  hereto  agree  that if any Party  hereto is in
          -------
default with respect to any of the provisions of this  Agreement  (herein called
the  "Defaulting   Party"),   the   non-defaulting   Party  (herein  called  the
"Non-Defaulting  Party") shall give notice to the Defaulting  Party  designating
such default,  and within 10 calendar days after its receipt of such notice, the
Defaulting Party shall either:

     (a)  cure such default,  or commence  proceedings  to cure such default and
          prosecute the same to completion without undue delay; or

     (b)  give the Non-Defaulting  Party notice that it denies that such default
          has occurred and that it is submitting  the question to arbitration as
          herein provided.


12.2      Arbitration.  If arbitration is sought, a Party shall not be deemed in
          -----------
default  until the matter  shall  have been  determined  finally by  appropriate
arbitration under the provisions of Article "11" hereinabove.


12.3      Curing the Default. If:
          ------------------

     (a)  the default is not so cured or the Defaulting  Party does not commence
          or diligently proceed to cure the default; or

     (b)  arbitration is not so sought; or

     (c)  the  Defaulting  Party is found in  arbitration  proceedings  to be in
          default,  and fails to cure it within  five  calendar  days  after the
          rendering of the arbitration award,

the Non-Defaulting Party may, by written notice given to the Defaulting Party at
any time while the default  continues,  terminate the interest of the Defaulting
Party in and to this Agreement.


12.4      Termination.  In addition to the  foregoing it is hereby  acknowledged
          -----------
and agreed by the Parties  hereto that this  Agreement will be terminated in the
event that:





<PAGE>


                                       25



     (a)  the Purchaser's Ratification is not received within five business days
          of the due and  complete  execution  of this  Agreement by each of the
          Parties hereto;

     (b)  the Purchaser fails to complete a successful and  Purchaser's  Initial
          Due Diligence review of the Company's  business and operations  within
          five (5) calendar days of the prior  satisfaction  by the Purchaser of
          the Purchaser's Ratification;

     (c)  the conditions  specified in section "5.1"  hereinabove  have not been
          satisfied at or prior to the Time of Closing;

     (d)  either of the Parties  hereto has not either  satisfied or waived each
          of their  respective  conditions  precedent at or prior to the Time of
          Closing in accordance with the provisions of Article "5" hereinabove;

     (e)  either of the  Parties  hereto  has  failed to deliver or caused to be
          delivered any of their respective  documents  required to be delivered
          by Articles "5" and "6" hereinabove at or prior to the Time of Closing
          in accordance with the provisions of Articles "5" and "6"; or

     (f)  by Closing has not  occurred on or before  January 31,  2004,  or such
          later date, all in accordance with section "6.2" hereinabove; or

     (g)  by agreement in writing by each of the Parties hereto;

and in such event this  Agreement  will be terminated and be of no further force
and effect other than the obligations under Article "8" hereinabove.


                                   Article 13
                                   ----------
                                     NOTICE
                                     ------


13.1      Notice.  Each  notice,  demand  or  other  communication  required  or
          ------
permitted to be given under this Agreement shall be in writing and shall be sent
by prepaid  registered  mail  deposited in a post office  addressed to the Party
entitled to receive the same,  or  delivered  to such Party,  at the address for
such Party specified above. The date of receipt of such notice,  demand or other
communication  shall be the date of delivery thereof if delivered,  or, if given
by registered  mail as aforesaid,  shall be deemed  conclusively to be the third
calendar  day after the same shall  have been so  mailed,  except in the case of
interruption  of postal  services for any reason  whatsoever,  in which case the
date of  receipt  shall  be the  date on  which  the  notice,  demand  or  other
communication is actually received by the addressee.


13.2      Change of Address.  Either Party may at any time and from time to time
          -----------------
notify the other  Party in writing of a change of address and the new address to
which notice shall be given to it thereafter until further change.





<PAGE>


                                       26



                                   Article 14
                                   ----------
                               GENERAL PROVISIONS
                               ------------------


14.1      Entire Agreement.  This Agreement  constitutes the entire agreement to
          ----------------
date  between  the  Parties  hereto and  supersedes  every  previous  agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties  with respect to the subject  matter of this  Agreement  and  including,
without limitation,  the agreement as between the Purchaser,  the Vendor and the
Company.


14.2      Enurement.  This  Agreement  will enure to the  benefit of and will be
          ---------
binding  upon  the  Parties   hereto,   their   respective   heirs,   executors,
administrators and assigns.


14.3      Schedules.  The Schedules to this Agreement are hereby incorporated by
          ---------
reference into this Agreement in its entirety.


14.4      Time of the Essence. Time will be of the essence of this Agreement.
          -------------------


14.5      Representation  and Costs.  It is hereby  acknowledged  by each of the
          -------------------------
Parties hereto that, as between the Parties  hereto,  Devlin Jensen,  Barristers
and Solicitors,  acts solely for the Purchaser,  and that each of the Vendor and
the  Company  have been  advised by Devlin  Jensen to obtain  independent  legal
advice with respect to their respective reviews and execution of this Agreement.
In addition,  it is hereby further acknowledged and agreed by the Parties hereto
that each Party to this  Agreement  will bear and pay its own  costs,  legal and
otherwise, in connection with its respective  preparation,  review and execution
of  this  Agreement,  and,  in  particular,  that  the  costs  involved  in  the
preparation  of this  Agreement,  and  all  documentation  necessarily  involved
thereto, by Devlin Jensen shall be at the cost of the Purchaser.


14.6      Applicable  Law.  The situs of this  Agreement is  Vancouver,  British
          ---------------
Columbia and for all purposes this Agreement will be governed exclusively by and
construed and enforced in accordance with the laws and Courts  prevailing in the
Province of British Columbia.


14.7      Further Assurances.  The Parties hereto hereby, jointly and severally,
          ------------------
covenant and agree to forthwith,  upon request, execute and deliver, or cause to
be executed and delivered,  such further and other deeds, documents,  assurances
and  instructions  as may be required by the Parties hereto or their  respective
counsel in order to carry out the true nature and intent of this Agreement.


14.8      Severability and Construction.  Each Article, section, paragraph, term
          -----------------------------
and provision of this Agreement,  and any portion  thereof,  shall be considered




<PAGE>


                                       27



severable,  and if, for any reason,  any portion of this Agreement is determined
to be invalid,  contrary to or in conflict with any applicable present or future
law,  rule or  regulation  in a final  unappealable  ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to any of the Parties
hereto is a party,  that ruling shall not impair the  operation  of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible  (all of which shall remain  binding on the Parties and continue to
be given full force and  agreement as of the date upon which the ruling  becomes
final).


14.9      Captions. The captions,  section numbers, Article numbers and Schedule
          --------
numbers  appearing in this  Agreement are inserted for  convenience of reference
only and shall in no way define, limit, construe or describe the scope or intent
of this Agreement nor in any way affect this Agreement.


14.10     Currency. Unless otherwise stipulated, all references to money amounts
          --------
herein shall be in lawful money of the United States.


14.11     Counterparts. This Agreement may be signed by the Parties hereto in as
          ------------
many counterparts as may be necessary,  and via facsimile if necessary,  each of
which so signed being deemed to be an original  and such  counterparts  together
constituting  one and the  same  instrument  and,  notwithstanding  the  date of
execution, being deemed to bear the effective Execution Date as set forth on the
front page of this Agreement.


14.12     No  Partnership  or Agency.  The  Parties  hereto  have not  created a
          --------------------------
partnership  and  nothing  contained  in  this  Agreement  shall  in any  manner
whatsoever  constitute any Party the partner,  agent or legal  representative of
any other  Party,  nor create any  fiduciary  relationship  between them for any
purpose  whatsoever.  No Party shall have any authority to act for, or to assume
any  obligations or  responsibility  on behalf of, any other party except as may
be,  from  time to time,  agreed  upon in  writing  between  the  Parties  or as
otherwise expressly provided.


14.13     Consents  and  Waivers.  No consent or waiver  expressed or implied by
          ----------------------
either  Party  hereto in respect of any breach or default by any other  Party in
the performance by such other of its obligations hereunder shall:

     (a)  be valid  unless it is in writing and stated to be a consent or waiver
          pursuant to this section;

     (b)  be  relied  upon as a consent  to or  waiver  of any  other  breach or
          default of the same or any other obligation;

     (c)  constitute a general waiver under this Agreement; or

     (d)  eliminate or modify the need for a specific consent or waiver pursuant
          to this section in any other or subsequent instance.



<PAGE>


                                       28



          IN WITNESS  WHEREOF each of the Parties  hereto has hereunto  executed
          -------------------
this  Agreement as of the Execution  Date as set forth on the front page of this
Agreement.


SIGNED and DELIVERED by             )
HE PING WANG, a Vendor              )
------------                        )
herein, in the presence of:         )
                                    )
                                    )
Witness Signature                   )           /s/ He Ping Wang
                                    )    -------------------------------
                                    )         HE PING WANG
                                    )         ------------
Witness Address                     )
                                    )
                                    )
Witness Name and Occupation         )


TANGSHAN YIAN BIOLOGICAL            )
------------------------            )
ENGINEERING CO., LTD., the Company  )
---------------------               )
herein,                             )
                                    )
                                    )
Per:     /s/ Xianping Wang          )
------------------------------------)
Authorized Signatory                )


SINOVAC BIOTECH LTD., the           )
--------------------                )
Purchaser herein,                   )
                                    )
                                    )
Per:     /s/ Wei Dong Yin           )
------------------------------------)
Authorized Signatory                )



<PAGE>


                                       29



                                   Schedule A
                                   ----------



          This is Schedule "A" to that certain Share  Purchase  Agreement  among
Sinovac  Biotech Ltd.,  Tangshan Yian Biological  Engineering  Co., Ltd. and the
Vendor shareholder of Tangshan Yian Biological Engineering Co., Ltd.


                        Purchased Securities and Vendors
                        --------------------------------


     Authorized Capital:                unlimited common shares
     ------------------


     Issued Capital:                    9,335,435 common shares
     --------------


    Vendor:
    ------

               He Ping Wang:            9,335,435 common shares.
               ------------
               C/o 120 Huoju Rd.
               High Tech. Developing Zone
               Tangshan, Hbei Provence
               063000 P.R. China




<PAGE>


                                       30



                                   Schedule B
                                   ----------



          This is Schedule "B" to that certain Share  Purchase  Agreement  among
Sinovac  Biotech Ltd.,  Tangshan Yian Biological  Engineering  Co., Ltd. and the
Vendor shareholder of Tangshan Yian Biological Engineering Co., Ltd.


   Promissory Note Issued by Sinovac Biotech Ltd. to Tangshan Yian Biological
   --------------------------------------------------------------------------
                              Engineering Co., Ltd.
                              ---------------------


                     Refer to the materials attached hereto.
                     --------------------------------------


                                   ----------



<PAGE>


                                       31



                                 PROMISSORY NOTE
                                 ---------------


Principal:      US$2,200,000                 Made and Dated at:  Vancouver, B.C.

Interest:       0% per annum

Issuance Date:  January 26, 2004             Maturity Date:  January 26, 2005

Borrower:       Sinovac Biotech Ltd.

Lender:         He Ping Wang


FOR VALUABLE CONSIDERATION, receipt whereof is hereby acknowledged, the Borrower
--------------------------
hereby  promises  to  pay to the  Lender  (also  called  the  "holder"),  or the
authorized  and  registered  subsequent  holder  of this  promissory  note  (the
"Note"),  the  principal  sum of $2,200,000 in lawful money of the United States
(hereinafter referred to as the "Principal Amount"), with no interest.

          The Principal  Amount,  as specified  above, is due and payable by the
Borrower  on the  Maturity  Date.  The  Borrower  may  prepay  any amount of the
Principal Amount at any time prior to the Maturity Date without penalty and this
Note shall be discharged in respect to the amount paid.

          If the Borrower  fails to make payment of the Principal  Amount on the
Maturity Date, the balance of the Principal  Amount under this  Promissory  Note
will become immediately due and payable.

          To secure  payment of the  Principal  Amount  hereunder,  the Borrower
hereby  irrevocably  appoints and authorizes any representative of the holder to
appear  before a court of competent  jurisdiction  and enter  judgment,  without
process,  in favour of the  holder  for any  unpaid  Principal  Amount,  and the
Borrower  waives and  releases all errors  which may  intervene  and consents to
immediate execution upon such judgment.

          The Borrower hereby waives demand,  presentment for payment, notice of
non-payment, and protest.

          If any  provision  of this  Note is held to be  invalid,  illegal,  or
unenforceable,  then such shall not affect or impair the validity,  legality, or
enforceability of the remaining provisions.

          WITNESS  the  hand  and  seal of the  Borrower  as of the  26th day of
January, 2004.

SINOVAC BIOTECH LTD.
--------------------


per:     /s/ Wei Dong Yin
------------------------------------
         Authorized Signatory