EXHIBIT
10.1

    


     Agreement

    


    This
AGREEMENT is made as of June 5, 2009 by and among Tianjin Tianshi Biological
Development Co., Ltd., a Sino-Foreign joint venture formed under the laws of the
People’s Republic of China (“Biological”), Tianshi International Holdings Group
Limited, a company formed under the laws of The British Virgin Islands
(“Holdings”), Tianshi International Investment Group Co., Ltd., a company formed
under the laws of The British Virgin Islands (“Investment”) and Tianjin Tianshi
Group Co., Ltd., a Chinese-funded enterprise formed under the laws of the
People’s Republic of China (“Group”).

    


    WITNESSETH:

    


    WHEREAS,
Holdings is owed dividends from Biological and Investment is owed a loan from
Holdings.

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties, intending legally to be bound, agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              Investment
      shall lend RMB27, 000,000 (RMB Twenty Seven Million) to
    Group.

            


    

    
      
        	 	 	 
	
                 
      

              	
                2.

              	
                Investment
      agrees to cancel a loan owed to it by Holdings in the amount of RMB27,
      000,000 (RMB Twenty Seven
Million).

              


      

    

    
      
        	 	 	 
	
                 
      

              	
                3.

              	
                Holdings
      agrees to cancel RMB27, 000,000 (RMB Twenty Seven Million) of dividend
      owed to it by Biological.

              


      

    

    
      
        	 	 	 
	
                 
      

              	
                4.

              	
                Biological
      agrees to pay RMB27, 000,000 (RMB Twenty Seven Million) to Group on behalf
      of Investment.

              


      

       

    

    
      
        
          
            
              
                
                  	
                          Tianshi
      International Holdings

                        	
                          Tianjin
      Tianshi Biological Development

                        
	 	 
	
                          Group
      Limited

                        	
                          Co.,
      Ltd

                        
	 	 
	
                          Legal
      Representative:

                        	
                          Legal
      Representative:

                        
	 
      	 
      
	
                          /s/
      Jinyuan Li

                        	
                          /s/
      Yiqun Wu

                        
	 
      	 
      
	
                          Tianshi
      International Investment

                        	
                          Tianjin
      Tianshi Group Co., Ltd

                        
	 	 
	
                          Group Co.,
      Ltd

                        	 
      
	 	 
	
                          Legal
      Representative:

                        	
                          Legal
      Representative:

                        
	 	 
	
                          /s/
      Jinyan Li

                        	
                          /s/
      Jinyuan
Li