**Exhibit
      10.25**




**STOCK
      PURCHASE AGREEMENT**





**by
      and among**





**Ecolab
      Inc.**





**Linkwell
      Tech Group, Inc.**





**And**





**Linkwell
      Corporation**





**February
      15th, 2008**







**TABLE
      OF CONTENTS**





**Page**Article
                1
            DEFINITIONS
                AND CONSTRUCTION
            1Section
                1.1
            
            Definitions.
            5Section
                1.2
            
            Additional
                Defined Terms
            6Section
                1.3
            
            Construction
            6Article
                2
            THE
                TRANSACTION
            7Section
                2.1
            
            Purchase
                and Sale
            7Section
                2.2
            
            Authorization
            7Section
                2.3
            
            Purchase
                Price
            7Section
                2.4
            
            Closings
            7Section
                2.5
            
            Closing
                Deliveries
            7Article
                3
            REPRESENTATIONS
                AND WARRANTIES OF THE WARRANTORS
            8Section
                3.1
            
            Organization
                and Good Standing
            8Section
                3.2
            
            Authority
                and Enforceability
            8Section
                3.3
            
            No
                Conflict
            8Section
                3.4
            
            Capitalization
                and Ownership
            9Section
                3.5
            
            Financial
                Statements
            10Section
                3.6
            
            Books
                and Records
            10Section
                3.7
            
            Accounts
                Receivable
            11Section
                3.8
            
            Inventories
            11Section
                3.9
            
            No
                Undisclosed Liabilities
            11Section
                3.10
            
            Absence
                of Certain Changes and Events
            11Section
                3.11
            
            Assets
            13Section
                3.12
            
            Real
                Property
            13Section
                3.13
            
            Intellectual
                Property
            14Section
                3.14
            
            Contracts
            15Section
                3.15
            
            Tax
                Matters
            16Section
                3.16
            
            Employee
                Benefit Matters
            17Section
                3.17
            
            Employment
                and Labor Matters
            17Section
                3.18
            
            Environmental,
                Health and Safety Matters
            19Section
                3.19
            
            Compliance
                with Laws, Judgments and Governmental Authorizations
            20Section
                3.20
            
            Legal
                Proceedings
            20Section
                3.21
            
            Customers
                and Suppliers
            20


-i-


**TABLE
      OF CONTENTS**


(continued)




**Page**Section
                3.22
            
            Product
                Warranty
            21Section
                3.23
            
            Product
                Liability
            21Section
                3.24
            
            Corruption
                and Trade Regulation
            21Section
                3.25
            
            Insurance
            22Section
                3.26
            
            Relationships
                with Affiliates
            23Section
                3.27
            
            Payments
                in connection with this Agreement
            23Section
                3.28
            
            Disclosure
            23Article
                4
            REPRESENTATIONS
                AND WARRANTIES OF THE INVESTOR
            23Section
                4.1
            
            Organization
                and Good Standing
            23Section
                4.2
            
            Authority
                and Enforceability
            24Section
                4.3
            
            No
                Conflict
            24Section
                4.4
            
            Legal
                Proceedings
            24Section
                4.5
            
            Investment
                Intent
            24Section
                4.6
            
            Restricted
                Securities
            24Section
                4.7
            
            Accredited
                Investor
            24Section
                4.8
            
            Brokers
                or Finders
            25Article
                5
            COVENANTS
            24Section
                5.1
            
            Bridging
                Loans
            25Section
                5.2
            
            Use
                of Proceeds
            26Section
                5.3
            
            Operation
                of the Businesses of the Investee Companies
            26Section
                5.4
            
            Expenses
            26Section
                5.5
            
            Confidentiality
            26Section
                5.6
            
            Public
                Announcements
            27Section
                5.7
            
            Land
                and Workshops
            27Section
                5.8
            
            Further
                Actions
            28Article
                6
            CONDITIONS
                PRECEDENT TO OBLIGATION TO CLOSE
            28Section
                6.1
            
            Conditions
                to the Obligation of the Investor
            28Section
                6.2
            
            Conditions
                to the Obligation of the Warrantors
            30Article
              7
            INDEMNIFICATION
            31Section
                7.1
            
            Indemnification
                by the Warrantors
            31Section
                7.2
            
            Indemnification
                by the Investor
            32Section
                7.3
            
            Claim
                Procedure
            32


-ii-


**TABLE
      OF CONTENTS**


(continued)




**Page**Section
                7.4
            
            Third
                Party Claims
            33Section
                7.5
            
            Survival
            34Section
                7.6
            
            Limitations
                on Liability
            35Section
                7.7
            
            No
                Right of Indemnification or Contribution
            35Section
                7.8
            
            Exercise
                of Remedies by The Investor Indemnified Parties other than the
                Investor
            35Article
                8
            GENERAL
                PROVISIONS
            35Section
                8.1
            
            Notices
            35Section
                8.2
            
            Amendment
            36Section
                8.3
            
            Waiver
                and Remedies
            36Section
                8.4
            
            Entire
                Agreement
            36Section
                8.5
            
            Assignment
                and Successors
            37Section
                8.6
            
            Severability
            37Section
                8.7
            
            Exhibits
            37Section
                8.8
            
            Interpretation
            37Section
                8.9
            
            Governing
                Law
            37Section
                8.10
            
            Specific
                Performance
            37Section
                8.11
            
            Jurisdiction
                and Service of Process
            37Section
                8.12
            
            Waiver
                of Jury Trial
            38Section
                8.13
            
            Counterparts
            38





Exhibit
                A
            -
            Consulting
                AgreementExhibit
                B
            -
            Distributor
                Agreement (Likang as Distributor)Exhibit
                C
            -
            Distributor
                Agreement (Ecolab as Distributor)Exhibit
                D
            -
            Sales
                Representative AgreementExhibit
                E
            -
            Registration
                Rights AgreementExhibit
                F
            -
            Stockholders
                AgreementExhibit
                G
            -
            Form
                of Promissory Notes


-iii-


**STOCK
      PURCHASE AGREEMENT**




This
      Stock Purchase Agreement (the " Agreement ")
      is
      made as of February 15th, 2008, by and among Ecolab Inc., a Delaware corporation
      (the "Investor"), Linkwell Tech Group, Inc., a Florida corporation (the
      " Company "),
      and
      Linkwell Corporation, a Florida corporation, (the " Parent ",
      collectively with the Company, the " Warrantors ").




WHEREAS,
      the Company and its Subsidiaries are involved in the development, manufacture,
      sale and distribution of disinfectant healthcare products;




WHEREAS,
      the Investor wishes to invest USD 2,000,000 in the Company in return for which
      the Investor shall receive an aggregate of 888,889 shares of common stock in
      the
      Company, par value $.001 per share, representing a ten percent (10%) fully
      diluted equity interest in the Company.




NOW,
      THEREFORE, intending to be legally bound and in consideration of the mutual
      provisions set forth in this Agreement and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties agree as follows:




**ARTICLE
      1**


**DEFINITIONS
      AND CONSTRUCTION**




Section
      1.1  Definitions. For the
      purposes of this Agreement:




" Affiliate "
      means,
      with respect to a specified Person, a Person that directly, or indirectly
      through one or more intermediaries, controls, is controlled by or is under
      common control with, the specified Person. In addition to the foregoing, if
      the
      specified Person is an individual, the term "Affiliate" also includes (a) the
      individual's spouse, (b) the members of the immediate family (including parents,
      siblings and children) of the individual or of the individual's spouse and
      (c)
      any corporation, limited liability company, general or limited partnership,
      trust, association or other business or investment entity that directly or
      indirectly, through one or more intermediaries controls, is controlled by or
      is
      under common control with any of the foregoing individuals. For purposes of
      this
      definition, the term "control" (including the terms "controlling," "controlled
      by" and "under common control with") means the possession, direct or indirect,
      of the power to direct or cause the direction of the management and policies
      of
      a Person, whether through the ownership of voting securities, by contract or
      otherwise.




" Code "
      means
      the Internal Revenue Code of 1986, as amended.




" Commercial
      Agreements "
      means
      the Consulting Agreement, Distributor Agreements, and Sales Representative
      Agreement.




" Company
      Plan "
      means
      any "employee benefit plan" (as defined in Section 3(3) of ERISA) for the
      benefit of any current or former director, officer, employee or consultant
      of
      any Investee Company or ERISA Affiliate, or with respect to which any Investee
      Company or ERISA Affiliate has or may have any Liability, including any
      "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), any
      Pension Plan, any Title IV Plan, any Multiemployer Plan and any other written
      or
      oral plan, Contract or arrangement involving direct or indirect compensation
      or
      benefits, including insurance coverage, severance or other termination pay
      or
      benefits, change in control, retention, performance, holiday pay, vacation
      pay,
      fringe benefits, disability benefits, pension, retirement plans, profit sharing,
      deferred compensation, bonuses, stock options, stock purchase, restricted stock
      or stock units, phantom stock, stock appreciation or other forms of incentive
      compensation or post-retirement compensation, maintained or contributed to
      by
      any Investee Company or ERISA Affiliate (or that has been maintained or
      contributed to in the last six years by any Investee Company or ERISA Affiliate)
      for the benefit of any current or former director, officer, employee or
      consultant of any Investee Company or ERISA Affiliate, or with respect to which
      any Investee Company or ERISA Affiliate has or may have any
      Liability.


1


" Confidential
      Information "
      means
      any information, in whatever form or medium, concerning the business or affairs
      of any of the Investee Companies.




" Consulting
      Agreement "
      means
      the consulting agreement in the form of Exhibit A to this Agreement, to be
      entered into at Closing by and between Shanghai Likang Disinfectant and Ecolab
      Chemicals Ltd.




" Contract "
      means
      any contract, agreement, lease, license, commitment, understanding, franchise,
      warranty, guaranty, mortgage, note, bond, option, warrant, right or other
      instrument or consensual obligation, whether written or oral.




" Distributor
      Agreements "
      means
      the distributor agreements in the forms of Exhibits B and C to this Agreement,
      to be entered into at Closing by and between Shanghai Likang Disinfectant and
      Ecolab Chemicals Ltd.




" Ecolab
      Chemicals Ltd "
      means
      Ecolab Chemicals Limited, a company of limited liabilities incorporated in
      the
      People's Republic of China, and being an Affiliate of the Investor.




" Encumbrance "
      means
      any charge, claim, mortgage, servitude, easement, right of way, community or
      other marital property interest, covenant, equitable interest, license, lease
      or
      other possessory interest, lien, option, pledge, security interest, preference,
      priority, right of first refusal, restriction (other than any restriction on
      transferability imposed by federal or state securities Laws) or other
      encumbrance of any kind or nature whatsoever (whether absolute or
      contingent).




" Environmental
      Law "
      means
      any Law relating to the environment, natural resources, pollutants,
      contaminants, wastes, chemicals or public health and safety, including any
      Law
      pertaining to (a) treatment, storage, disposal, generation and transportation
      of
      toxic or hazardous substances or solid or hazardous waste, (b) air, water and
      noise pollution, (c) groundwater and soil contamination, (d) the release or
      threatened release into the environment of toxic or hazardous substances or
      solid or hazardous waste, including emissions, discharges, injections, spills,
      escapes or dumping of pollutants, contaminants or chemicals, (e) manufacture,
      processing, use, distribution, treatment, storage, disposal, transportation
      or
      handling of pollutants, contaminants, chemicals or industrial, toxic or
      hazardous substances or oil or petroleum products or solid or hazardous waste,
      (f) underground and other storage tanks or vessels, abandoned, disposed or
      discarded barrels, containers and other closed receptacles, (g) public health
      and safety and (h) the protection of wild life, marine sanctuaries and wetlands,
      including all endangered and threatened species.




" ERISA "
      means
      the Employee Retirement Income Security Act of 1974.




" ERISA
      Affiliate "
      means
      any other Person that, together with an Investee Company, would be treated
      as a
      single employer under Section 414 of the Code.




" GAAP "
      means
      generally accepted accounting principles for financial reporting in the United
      States or the PRC, as applicable, and as in effect as of the date of this
      Agreement.


2


" Governmental
      Authority "
      means
      any (a) federal, state, local, municipal, foreign or other government, (b)
      department, agency or instrumentality of a foreign or other government,
      including any state-owned or state controlled instrumentality of a foreign
      or
      other government , (c) governmental or quasi-governmental authority of any
      nature (including any governmental agency, branch, department or other entity
      and any court or other tribunal), (c) Public International Organization or
      multinational organization or (d) body exercising, or entitled to exercise,
      any
      administrative, executive, judicial, legislative, police, regulatory or taxing
      authority or power of any nature.




" Governmental
      Authorization "
      means
      any approval, consent, ratification, waiver, license, permit, registration
      or
      other authorization issued, granted, given or otherwise made available by or
      under the authority of any Governmental Authority or pursuant to any
      Law.




" Hazardous
      Material "
      means
      any waste or other substance that is listed, defined, designated or classified
      as, or otherwise determined to be, hazardous, radioactive or toxic or a
      pollutant or a contaminant under any Environmental Law, including any admixture
      or solution thereof, and including petroleum and all derivatives thereof or
      synthetic substitutes therefor and asbestos or asbestos-containing materials.




" Indebtedness "
      means,
      with respect to any Person, without duplication, the following: (a) all
      obligations of an Investee Company for borrowed money; (b) all obligations
      of an
      Investee Company evidenced by bonds, debentures, notes or similar instruments;
      (c) all obligations of others for borrowed money secured by (or for which the
      holder of such obligation has an existing right, contingent or otherwise, to
      be
      secured by) any Encumbrance on property owned or acquired by an Investee
      Company, whether or not the obligation secured thereby has been assumed; (d)
      all
      guarantees by an Investee Company of obligations of others for borrowed money;
      and (e) all obligations, contingent or otherwise, of an Investee Company as
      an
      account party in respect of letters of credit and letters of guaranty.




" Intellectual
      Property "
      means
      all of the following anywhere in the world and all legal rights, title or
      interest in the following arising under Law, whether or not filed, perfected,
      registered or recorded and whether now or later existing, filed, issued or
      acquired, including all renewals: (a) all patents and applications for patents
      and all related reissues, reexaminations, divisions, renewals, extensions,
      provisionals, continuations and continuations in part; (b) all copyrights,
      copyright registrations and copyright applications, copyrightable works and
      all
      other corresponding rights; (c) all mask works, mask work registrations and
      mask
      work applications and all other corresponding rights; (d) all trade dress and
      trade names, logos, Internet addresses and domain names, trademarks and service
      marks and related registrations and applications, including any intent to use
      applications, supplemental registrations and any renewals or extensions, all
      other indicia of commercial source or origin and all goodwill associated with
      any of the foregoing; (e) all inventions (whether patentable or unpatentable
      and
      whether or not reduced to practice), know how, technology, technical data,
      trade
      secrets, confidential business information, manufacturing and production
      processes and techniques, research and development information, financial,
      marketing and business data, pricing and cost information, business and
      marketing plans, advertising and promotional materials, customer, distributor,
      reseller and supplier lists and information, correspondence, records, and other
      documentation, and other proprietary information of every kind, (f) all computer
      software (including source and object code), firmware, development tools,
      algorithms, files, records, technical drawings and related documentation, data
      and manuals); (g) all databases and data collections; and (h) all copies and
      tangible embodiments of any of the foregoing (in whatever form or
      medium).




" Investee
      Companies "
      means,
      collectively, the Company and its Subsidiaries and " Investee
      Company "
      means
      any one of them.


3


" IRS "
      means
      the Internal Revenue Service and, to the extent relevant, the Department of
      Treasury.




" Judgment "
      means
      any order, injunction, judgment, decree, ruling, assessment or arbitration
      award
      of any Governmental Authority or arbitrator.




" Knowledge ":
      (a) an
      individual will be considered to have "Knowledge" of a fact or matter if the
      individual is actually aware of the fact or matter or a prudent individual
      could
      be expected to discover or otherwise become aware of the fact or matter in
      the
      course of conducting a reasonably comprehensive investigation concerning the
      existence of the fact or matter and (b) an entity will be considered to have
      "Knowledge" of a fact or matter if any individual who is serving, or who has
      at
      any time served, as a director, manager or senior executive, officer, partner,
      executor or trustee of that entity (or in similar capacity) has, or at any
      time
      had, Knowledge of the fact or matter.




" Law "
      means
      any federal, state, local, municipal, foreign, international, multinational,
      or
      other constitution, law, statute, treaty, rule, regulation, ordinance, code,
      binding case law or principle of common law.




" Liability "
      includes liabilities, debts or other obligations of any nature, whether known
      or
      unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise,
      due or to become due or otherwise, and whether or not required to be reflected
      on a balance sheet prepared in accordance with GAAP.




" Likang
      Disinfectant "
      means
      Shanghai Likang Disinfectant High-Tech Company, Ltd, a company incorporated
      in
      the People's Republic and being one of the Subsidiaries.




" Loss "
      means
      any loss, Proceeding, Judgment, damage, fine, penalty, expense (including
      reasonable attorneys' or other professional fees and expenses and court costs),
      injury, diminution of value, Liability, Tax, Encumbrance or other cost, expense
      or adverse effect whatsoever, whether or not involving the claim of another
      Person.




" Material
      Adverse Effect "
      means
      any violation, circumstance, change, effect or other matter, either individually
      or in the aggregate with all other violations, circumstances, changes, effects
      and other matters, that has, or could reasonably be expected to have, a material
      adverse effect on the business, assets, Liabilities, condition (financial or
      otherwise), operating results, operations or business prospects of any Investee
      Company, or the ability of the Parent or the Company to perform its obligations
      under this Agreement or to consummate timely the transactions contemplated
      by
      this Agreement.




" Occupational
      Safety and Health Law "
      means
      any Law designed to provide safe and healthful working conditions and to reduce
      occupational safety and health hazards, and any program, whether governmental
      or
      private (such as those promulgated or sponsored by industry associations and
      insurance companies), designed to provide safe and healthful working
      conditions.




" Person "
      means
      an individual or an entity, including a corporation,
      limited liability company, general or limited partnership, trust, association
      or
      other business or investment entity ,
      or any
      Governmental Authority.




" Proceeding "
      means
      any action, arbitration, audit, examination, investigation, hearing, litigation
      or suit (whether civil, criminal, administrative, judicial or investigative,
      whether formal or informal, and whether public or private) commenced, brought,
      conducted or heard by or before, or otherwise involving, any Governmental
      Authority or arbitrator.


4


“ Promissory
      Notes ”
means
      the First Promissory Note and the Second Promissory Note.




" Public
      International Organization "
      means
      (a) any international organization formed by states, governments or other
      international organizations or (b) any organization that is designated by
      executive order pursuant to Section 1 of the United States International
      Organizations Immunities Act (22 U.S.C. 288).




" Registration
      Rights Agreement "
      means
      the registration rights agreement in the form of Exhibit
      E to
      this
      Agreement, to be entered into at Closing by and between the Parent, the Company
      and the Investor.




Sales
      Representative Agreement "
      means
      the sales representative agreement in the form of Exhibit
      D to this
      Agreement, to be entered into at Closing by and between Shanghai Likang
      Disinfectant and Ecolab Chemicals Ltd.




" Shares "
      means
      the eight hundred eighty eight thousand eight hundred eighty nine (888,889)
      shares of Common Stock of the Company to be purchased by the Investor at Closing
      pursuant to the terms of this Agreement.




" Stockholders
      Agreement "
      means
      the stockholders agreement in the form of Exhibit
      F to this
      Agreement, to be entered into at Closing by and between the Parent, the Company
      and the Investor.




" Subsidiary "
      means,
      with respect to a specified Person, any corporation or other Person of which
      securities or other interests having the power to elect a majority of that
      corporation's or other Person's board of directors or similar governing body,
      or
      otherwise having the power to direct the business and policies of that
      corporation or other Person (other than securities or other interests having
      such power only upon the happening of a contingency that has not occurred)
      are
      held by the specified Person or one or more of its Subsidiaries. When used
      in
      this Agreement without reference to a particular Person, "Subsidiary" means
      a
      Subsidiary of the Company.




" Tax "
      means
      (a) any federal, state, local, foreign and other tax, charge, fee, duty
      (including customs duty), levy or assessment, including any income, gross
      receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem,
      turnover, real and personal property (tangible and intangible), sales, use,
      franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel,
      excess profits, profits, occupational, premium, interest equalization, windfall
      profits, severance, license, registration, payroll, environmental (including
      taxes under Section 59A of the Code), capital stock, capital duty, disability,
      estimated, gains, wealth, welfare, employee's income withholding, other
      withholding, unemployment and social security or other tax of whatever kind
      (including any fee, assessment and other charges in the nature of or in lieu
      of
      any tax) that is imposed by any Governmental Authority, (b) any interest, fines,
      penalties or additions resulting from, attributable to, or incurred in
      connection with any items described in this paragraph or any related contest
      or
      dispute and (c) any items described in this paragraph that are attributable
      to
      another Person but that any Investee Company is liable to pay by Law, by
      Contract or otherwise, whether or not disputed.




" Tax
      Return "
      means
      any report, return, declaration, claim for refund, or information return or
      statement related to Taxes, including any schedule or attachment thereto, and
      including any amendment thereof.




Section
      1.2  Additional
      Defined Terms .
      For
      purposes of this Agreement, the following terms have the meanings specified
      in
      the indicated Section of this Agreement:


5


Defined
                  Term
              
              SectionAgreement
              
              PreambleBalance
                  Sheet
              
              3.5(a)Claim
                  Notice
              
              7.3(a)Closing
              
              2.4(a)Closing
                  Date
              
              2.4(a)Common
                  Stock
              
              3.4(a)Company
              
              PreambleCompany
                  Intellectual Property
              
              3.13(a)Confidentiality
                  Agreement
              
              5.2(a)Controlling
                  Party
              
              7.4(c)Investor
              
              PreambleInvestor
                  Indemnified Parties
              
              7.1Financial
                  Statements
              
              3.5First
                  Principal Loan Amount
                First
                  Promissory Note
                Improvements
              
              5.1(a)
                5.1(a)
                3.12(d)Indemnified
                  Party
              
              7.3(a)Indemnifying
                  Party
              
              7.3(a)Interim
                  Balance Sheet
              
              3.5(b)Leased
                  Real Property
              
              3.12(b)Likang
                  Biological
              
              6.1(e)(i)Likang
                  Trading
              
              6.1(e)(vi)Meirui
              
              6.1(e)(ii)Noncontrolling
                  Party
              
              7.4(c)Objection
                  Notice
              
              7.3(b)Owned
                  Intellectual Property
              
              3.13(c)Owned
                  Real Property
              
              3.12(a)Parent
              
              PreamblePurchase
                  Price
              
              2.3Restricted
                  Persons
              
              5.2(b)Second
                  Principal Loan Amount
                Second
                  Promissory Note
                Securities
                  Act
              
              5.1(c)
                5.1(c)
                3.4(c)Shan
                  Hai
              
              6.1(e)(ii)Warrantors
              
              PreambleZhung-Yiu
                  Pharmaceutical
              
              6.1(e)(iii)




Section
      1.3  Construction .
      Any
      reference in this Agreement to an "Article," "Section" or "Exhibit" refers
      to
      the corresponding Article, Section or Exhibit of or to this Agreement, unless
      the context indicates otherwise. The table of contents and the headings of
      Articles and Sections are provided for convenience only and are not intended
      to
      affect the construction or interpretation of this Agreement. All words used
      in
      this Agreement should be construed to be of such gender or number as the
      circumstances require. The term "including" means "including without limitation"
      and is intended by way of example and not limitation. Any reference to a statute
      is deemed also to refer to any amendments or successor legislation, and all
      rules and regulations promulgated thereunder, as in effect at the relevant
      time.
      Any reference to a Contract or other document as of a given date means the
      Contract or other document as amended, supplemented and modified from time
      to
      time through such date.


6


**ARTICLE
      2**


**THE
      TRANSACTION**




Section
      2.1  Purchase
      and Sale .
      In
      accordance with the provisions of this Agreement, at the Closing, the Company
      will sell and issue to the Investor, and the Investor will purchase from the
      Company, the Shares .




Section
      2.2  Authorization .
      The
      Company will, prior to the Closing, take all actions necessary to authorize
      the
      issuance to the Investor of the Shares.




Section
      2.3  Purchase
      Price . The
      purchase price for the Shares (the " Purchase
      Price ")
      is
      US$2.2499997 per Share, being US$2,000,000.00 (Two Million Dollars) in the
      aggregate.




Section
      2.4  Closings .




The
      consummation of the acquisition of the Shares (the " Closing ")
      will
      take place at the offices of Baker & McKenzie LLP, Unit 1601, Jin Mao Tower,
      88 Century Avenue, Pudong, Shanghai, at 10:00 a.m., local time, on the fifth
      business day after all of the conditions set forth in Sections 6.1 and 6.2
      have
      been satisfied or waived, or at such other time and place as the Parties may
      agree in writing. The time and date upon which the Closing actually occurs
      is
      referred to in this Agreement as the " Closing
      Date ."




Section
      2.5  Closing
      Deliveries .




(a)  At
      the
      Closing, the Warrantors will deliver or cause to be delivered to the
      Investor:




(i)  certificates
      representing the Shares against payment of the Purchase Price in accordance
      with
      Section 2.5(b)(i);




(ii)  a
      certificate, dated as of the Closing Date, executed by each Warrantor confirming
      the satisfaction of the conditions specified in Section
      6.1 ;




(iii)  a
      certificate signed by the chairman of the board of directors or chief executive
      officer of each Investee Company dated as of the Closing Date and attaching,
      as
      the case may be: (A) the Company's charter and all amendments thereto, certified
      by the Secretary of State of the jurisdiction of the Company's organization
      not
      more than five business days prior to the Closing Date, (B) the Company's bylaws
      and all amendments thereto; (C) a certificate of good standing of the Company
      certified by the Secretary of State of the jurisdiction of the Company's
      organization and issued not more than five business days prior to the Closing
      Date; (C) for each of Likang Disinfectant and Likang Biological, the Articles
      of
      Association, Official Reply, Certificate of Approval and amended Business
      License confirming that it is 100% owned by the Company; and (D) all resolutions
      of the board of directors or other authorizing body (or a duly authorized
      committee thereof) of the Company and of the Parent relating to this Agreement
      and the transactions contemplated by this Agreement;




(iv)  a
      receipt
      for the Purchase Price in form reasonably satisfactory to the Investor;
      and




(v)  evidence
      reasonably satisfactory to the Investor of the adoption by each of the
      Subsidiaries of articles of association in the form approved by the Investor
      in
      writing.


7


(b)  At
      the
      Closing, the Investor will deliver or cause to be delivered to the
      Company:




(i)  the
      Purchase Price by wire transfer of immediately available funds to an account
      specified in writing by the Company. The
      Company hereby irrevocably instructs and authorizes the Investor to pay such
      portion of the Purchase Price as is equal to the principal and accrued interest
      outstanding under the Promissory Notes on the Closing Date to the Investor
      in
      prepayment of such principal and accrued interest. Upon such prepayment being
      effected, the Investor shall deliver to the Company a letter from the Investor
      acknowledging the amount of debt so prepaid.




(ii)  a
      certificate, dated as of the Closing Date, executed by the Investor confirming
      the satisfaction of the conditions specified in Section
      6.2 .




**ARTICLE
      3**


**REPRESENTATIONS
      AND WARRANTIES OF THE WARRANTORS**




The
      Warrantors jointly and severally represent and warrant to the Investor that
      as
      of the date of this Agreement and as of the Closing Date the statements set
      forth in this Article
      3 are true
      and correct, except as set forth on the disclosure schedule delivered by the
      Warrantors to the Investor concurrently with the execution and delivery of
      this
      Agreement and dated as of the date of this Agreement (the " Warrantor
      Disclosure Schedule "):




Section
      3.1  Organization
      and Good Standing .
      Each
      Investee Company is a corporation duly organized, validly existing and in good
      standing under the Laws of the jurisdiction of its incorporation and has all
      requisite corporate power and authority to own, lease and operate its properties
      and assets and to conduct its business as presently conducted and as planned
      to
      be conducted by the Investee Company. Each Investee Company is duly qualified
      or
      licensed to do business and, where applicable as a legal concept, is in good
      standing as a foreign corporation in each jurisdiction in which the character
      of
      the properties it owns, operates or leases or the nature of its activities
      makes
      such qualification or licensure necessary. Section 3.1 of the Warrantor
      Disclosure Schedule sets forth an accurate and complete list of each Investee
      Company's jurisdiction of formation and the other jurisdictions in which it
      is
      authorized to do business, and a complete and accurate list of the current
      directors and officers of each Investee Company. The Warrantors have delivered
      to the Investor accurate and complete copies of the certificate of incorporation
      and bylaws of the Company and the certificate of incorporation and bylaws or
      other comparable charter or organizational documents of each Subsidiary, as
      currently in effect, and no Investee Company is in default under or in violation
      of any provision thereof.




Section
      3.2  Authority
      and Enforceability .
      Each of
      the Parent and the Company has all requisite power, authority and capacity
      to
      execute and deliver this Agreement and to perform its obligations under this
      Agreement. The execution, delivery and performance of this Agreement have been
      duly authorized by all necessary action on the part of each of the Parent and
      the Company. This Agreement has been duly executed and delivered by each of
      the
      Parent and the Company and constitutes the legal, valid and binding obligation
      of each of the Parent and the Company, enforceable against each of the Parent
      and the Company in accordance with its terms.




Section
      3.3  No
      Conflict .
      Neither
      the execution and delivery of this Agreement, nor the consummation or
      performance of the transactions contemplated by this Agreement, will (a)
      directly or indirectly (with or without notice, lapse of time or both) conflict
      with, result in a breach or violation of, constitute a default (or give rise
      to
      any right of termination, cancellation, acceleration, suspension or modification
      of any obligation or loss of any benefit) under, result in any payment becoming
      due under, or result in the imposition of any Encumbrances on any of the Shares
      or any of the properties or assets of any Investee Company under (i) the
      certificate of incorporation or bylaws of the Company, or the certificate of
      incorporation or bylaws or other comparable charter or organizational documents
      of any Subsidiary, or any resolution adopted by either of the Warrantors or
      the
      board of directors of any Investee Company, (ii) any Governmental Authorization
      or Contract to which any Investee Company or any Warrantor is a party or by
      which any Investee Company or any Warrantor is bound or to which any of their
      respective properties or assets is subject or (iii) any Law or Judgment
      applicable to any Investee Company or any Warrantor or any of their respective
      properties or assets; or (b) require any Investee Company or any Warrantor
      to
      obtain any consent, waiver, approval, ratification, permit, license,
      Governmental Authorization or other authorization of, give any notice to, or
      make any filing or registration with, any Governmental Authority or other
      Person.


8


Section
      3.4  Capitalization
      and Ownership .




(a)  The
      authorized capital stock of the Company consists solely of 200,000,000 shares
      of
      common stock, par value $.001 (" Common
      Stock "),
      of
      which 8,000,000 shares are issued and outstanding. The Parent is and immediately
      prior to Closing will be the sole record holder and beneficial owner of all
      of
      the issued and outstanding equity capital of the Company. Upon the consummation
      of the Closing, the Investor will be the beneficial owner of ten percent (10%)
      of the equity interest in the Company, free and clear of all Encumbrances.
      Section 3.4(a) of the Warrantor Disclosure Schedule sets forth the
      capitalization of the Company immediately following the Closing.




(b)  Section
      3.4(b) of the Warrantor Disclosure Schedule sets forth for each Subsidiary
      (i)
      its name and jurisdiction of incorporation or organization, (ii) its authorized
      capital stock and (iii) the number of issued and outstanding shares of capital
      stock, the record and beneficial owners thereof and the number of shares held
      in
      treasury. No Investee Company owns, controls or has any rights to acquire,
      directly or indirectly, any capital stock or other equity interests or debt
      instruments of any Person, except for the Subsidiaries set forth in Section
      3.4(b) of the Warrantor Disclosure Schedule. All of the outstanding equity
      securities and other securities of each Subsidiary are owned of record and
      beneficially by one or more of the Investee Companies, free and clear of all
      Encumbrances, in the respective amounts set forth in Section 3.4(b) of the
      Warrantor Disclosure Schedule.




(c)  Except
      as
      set forth in this Section
      3.4 ,
      (i)
      there are no equity securities of any class of any Investee Company, or any
      security exchangeable into or exercisable for such equity securities, issued,
      reserved for issuance or outstanding and (ii) there are no options, warrants,
      equity securities, calls, rights or other Contracts to which any Investee
      Company is a party or by which any Investee Company is bound obligating any
      Investee Company to issue, exchange, transfer, deliver or sell, or cause to
      be
      issued, exchanged, transferred, delivered or sold, additional shares of capital
      stock or other equity interests of any Investee Company or any security or
      rights convertible into or exchangeable or exercisable for any such shares
      or
      other equity interests, or obligating any Investee Company to grant, extend,
      accelerate the vesting of, otherwise modify or amend or enter into any such
      option, warrant, equity security, call, right, or Contract. There are no
      Contracts to which any Investee Company or any Warrantor or any Affiliate of
      any
      Investee Company or any Warrantor is a party or by which any Investee Company
      or
      any Warrantor or any Affiliate of any Investee Company or any Warrantor is
      bound
      with respect to the voting (including voting trusts or proxies), registration
      under the Securities Act of 1933 (the " Securities
      Act ")
      or any
      foreign securities Law, or the sale or transfer (including Contracts imposing
      transfer restrictions) of any shares of capital stock or other equity interests
      of any Investee Company. No holder of Indebtedness of any Investee Company
      has
      any right to convert or exchange such Indebtedness for any equity securities
      or
      other securities of any Investee Company. No holder of Indebtedness of any
      Investee Company have any rights to vote for the election of directors of any
      Investee Company or to vote on any other matter.


9


(d)  All
      of
      the issued and outstanding equity securities or the registered capital of the
      Company and each Subsidiary are duly authorized, validly issued, fully paid,
      nonassessable, not subject to or issued in violation of any purchase option,
      right of first refusal, preemptive right, subscription right or any similar
      right (other than restrictions on transfer in effect after Closing under the
      Stockholders Agreement and applicable state and federal securities laws) and
      have been issued in compliance with all applicable Laws. No legend or other
      reference to any purported Encumbrance appears on any certificate representing
      the Shares or any equity securities or registered capital of any
      Subsidiary.




(e)  There
      are
      no obligations, contingent or otherwise, of any Investee Company to repurchase,
      redeem or otherwise acquire any shares of capital stock or the registered
      capital of any Investee Company. No Investee Company is subject to any
      obligation or requirement to provide funds to or make any investment (in the
      form of a loan, capital contribution or otherwise) in any Subsidiary or any
      other Person.




(f)  The
      Shares, when issued, sold and delivered in accordance with the terms and for
      the
      consideration set forth in this Agreement, will be duly authorized, validly
      issued, fully paid, nonassessable, not subject to or issued in violation of
      any
      purchase option, right of first refusal, preemptive right, subscription right
      or
      any similar right (other than restrictions on transfer in effect after Closing
      under the Stockholders Agreement and applicable state and federal securities
      laws) and will have been issued in compliance with all applicable Laws. The
      Shares will be issued in compliance with all applicable federal and state
      securities laws.




Section
      3.5  Financial
      Statements .
      Attached as Section 3.5 of the Warrantor Disclosure Schedule are the following
      financial statements (collectively, the " Financial
      Statements "):




(a)  audited
      consolidated balance sheets of the Parent, the Company and the Investee
      Companies as of December 31, 2006 and December 31, 2005 (the most recent of
      which, the " Balance
      Sheet ")
      and
      the related audited consolidated and consolidating statements of income, changes
      in stockholders' equity and cash flow for the fiscal years then ended, including
      in each case any notes thereto, together with the report thereon of Sherb &
Co., LLP, independent certified public accountants; and




(b)  an
      unaudited consolidated balance sheet of the Investee Companies as of September
      30, 2007 (the " Interim
      Balance Sheet ")
      and
      the related unaudited consolidated and consolidating statements of income,
      changes in stockholders' equity and cash flow for the three months then
      ended.




The
      Financial Statements (including the notes thereto) are correct and complete
      in
      all material respects, are consistent with the books and records of the
      Warrantors and the Investee Companies and have been prepared in accordance
      with
      GAAP, consistently applied throughout the periods involved (except that the
      interim financial statements are subject to normal recurring year-end
      adjustments, the effect of which will not, individually or in the aggregate,
      be
      material, and the absence of notes that, if presented, would not differ
      materially from the notes to the Balance Sheet). The Financial Statements fairly
      present the financial condition and the results of operations, changes in
      stockholders' equity and cash flow of the Warrantors and the Investee Companies
      as of the respective dates and for the periods indicated therein, all in
      accordance with GAAP. No financial statements of any Person other than the
      Warrantors and the Investee Companies are required by GAAP to be included in
      the
      financial statements of the Company.




Section
      3.6  Books
      and Records .
      The
      books of account, minute books, stock record books and other records of the
      Investee Companies are accurate and complete in all material respects and have
      been maintained in accordance with sound business practices and an adequate
      system of internal controls. At the time of the Closing, all of such books
      and
      records will be in the possession of the respective Investee Company. The minute
      books of each Investee Company in all material respects contain accurate and
      complete records of all meetings held of, and corporate action taken by, the
      Investee Company's stockholders, directors and directors' committees, and no
      such meeting has been held for which minutes have not been prepared and are
      not
      contained in such minute books.


10


Section
      3.7  Accounts
      Receivable .




(a)  All
      notes
      and accounts receivable are reflected properly on the Balance Sheet, the Interim
      Balance Sheet or the accounting records of the Investee Companies as of the
      Closing Date and represent or will represent valid obligations arising from
      sales actually made or services actually performed in the ordinary course of
      business. Such notes and accounts receivable will as of the Closing Date be
      current and collectible, net of the respective reserve shown in the
      corresponding line items on the Balance Sheet or the Interim Balance Sheet
      or on
      the accounting records of the Investee Companies as of the Closing Date, as
      the
      case may be. Subject to such reserves, each such note and account receivable
      either has been or will be collected in full, without any setoff, within 90
      days
      after the date on which it first becomes due and payable. There is no contest,
      claim, defense or right of setoff, other than returns in the ordinary course
      of
      business, relating to the amount or validity of such note or account
      receivable.




Section
      3.8  Inventories .
      All
      inventories of the Investee Companies are of a quality and quantity usable
      and,
      with respect to finished goods, salable in the ordinary course of business.
      None
      of such inventory is slow-moving, obsolete, damaged, defective or of
      below-standard quality, and all of which has been or will be written off or
      written down to net realizable value on the Balance Sheet, the Interim Balance
      Sheet or the accounting records of the appropriate Investee Company as of the
      Closing Date in accordance with the past custom and practice of the Investee
      Companies, subject only to the reserve for inventory write-down set forth in
      the
      corresponding line item on the Balance Sheet as adjusted for the passage of
      time
      through the Closing Date in accordance with the past custom and practice of
      the
      Investee Companies. The values at which inventories are carried reflect the
      inventory valuation policy of the Company, which is in accordance with GAAP.
      No
      Investee Company has any commitments to purchase inventory, other than in the
      ordinary course of business.




Section
      3.9  No
      Undisclosed Liabilities .
      No
      Investee Company has any Liability except for (a) Liabilities accrued or
      expressly reserved for in line items on the Balance Sheet and (b) Liabilities
      incurred in the ordinary course of business after the date of the Balance Sheet.




Section
      3.10  Absence
      of Certain Changes and Events .
      Since
      the date of the Balance Sheet, each Investee Company has conducted its business
      only in the ordinary course of business and there has not been any Material
      Adverse Effect. Without limiting the generality of the foregoing, since the
      date
      of the Balance Sheet, there has not been with respect to any Investee Company
      any:




(a)  amendment
      to its articles of incorporation, articles of association or bylaws or other
      comparable charter or organizational documents;




(b)  change
      in
      its authorized or issued capital stock or registered capital, or issuance,
      sale,
      grant, repurchase, redemption, pledge or other disposition of or Encumbrance
      on
      any shares of its capital stock or other voting securities or registered capital
      or any securities convertible, exchangeable or redeemable for, or any options,
      warrants or other rights to acquire, any such securities;




(c)  split,
      combination or reclassification of any of its capital stock or registered
      capital;


11


(d)  declaration,
      setting aside or payment of any dividend or other distribution (whether in
      cash,
      securities or other property) in respect of its capital stock or registered
      capital (other than dividends and distributions by a direct or indirect
      wholly-owned Subsidiary of the Company to its parent);




(e)  (i) incurrence
      of any Indebtedness, (ii) issuance, sale or amendment of any of its debt
      securities or warrants or other rights to acquire any of its debt securities,
      guarantee of any debt securities of another Person, entry into any "keep well"
      or other Contract to maintain any financial statement condition of another
      Person or entry into any arrangement having the economic effect of any of the
      foregoing, (iii) loans, advances (other than routine advances to its
      employees in the ordinary course of business) or capital contributions to,
      or
      investment in, any other Person, other than the Company or any of its direct
      or
      indirect wholly-owned Subsidiaries or (iv)  entry into any hedging Contract
      or other financial agreement or arrangement designed to protect any Investee
      Company against fluctuations in commodities prices or exchange
      rates;




(f)  sale,
      lease, license, pledge or other disposition of or Encumbrance on any of its
      properties or assets (other than sales of inventory for fair consideration
      and
      in the ordinary course of business);




(g)  acquisition
      by merger or consolidation with, or by purchase of all or a substantial portion
      of the assets, registered capital or any stock of, or by any other manner,
      (i)
      any business or Person or (ii) any assets that are material to any Investee
      Company individually or in the aggregate, except purchases of inventory and
      raw
      materials in the ordinary course of business;




(h)  damage
      to, or destruction or loss of, any of its assets or properties with an aggregate
      value to any Investee Company in excess of $10,000, whether or not covered
      by
      insurance;




(i)  entry
      into, modification, acceleration, cancellation or termination of or receipt
      of
      notice of termination of, any Contract (or series of related Contracts) which
      involves a total remaining commitment by or to any Investee Company of at least
      $10,000 or otherwise outside the ordinary course of business;




(j)  (i)
      except as required by Law, adoption, entry into, termination or amendment of
      any
      Company Plan, collective bargaining agreement or employment, severance or
      similar Contract, (ii) increase in the compensation or fringe benefits of,
      or payment of any bonus to, any director, officer, employee or consultant or
      other independent contractor, (iii) amendment or acceleration of the
      payment, right to payment or vesting of any compensation or benefits,
      (iv) payment of any benefit not provided for as of the date of this
      Agreement under any Company Plan, (v) grant of any awards under any bonus,
      incentive, performance or other compensation plan or arrangement or benefit
      plan, including the grant of stock options, stock appreciation rights, stock
      based or stock related awards, performance units or restricted stock, or the
      removal of existing restrictions in any Company Plans or Contracts or awards
      made thereunder or (vi) any action other than in the ordinary course of
      business to fund or in any other way secure the payment of compensation or
      benefits under any Company Plan;




(k)  cancellation,
      compromise, release or waiver of any claims or rights (or series of related
      claims or rights) with a value exceeding $10,000 or otherwise outside the
      ordinary course of business;




(l)  settlement
      or compromise in connection with any Proceeding;




(m)  capital
      expenditure or other expenditure with respect to property, plant or equipment
      in
      excess of $50,000 in the aggregate for the Investee Companies taken as a
      whole;


12


(n)  change
      in
      accounting principles, methods or practices or investment practices, including
      any changes as were necessary to conform with GAAP;




(o)  material
      change in payment or processing practices or policies regarding intercompany
      transactions;




(p)  material
      acceleration or delay in the payment of accounts payable or other Liabilities
      or
      in the collection of notes or accounts receivable;




(q)  making
      or
      rescission of any Tax election, settlement or compromise of any Tax Liability
      or
      amendment of any Tax Return; or




(r)  authorization
      of or Contract by any Investee Company to take any of the actions described
      in
      this Section 3.10.




Section
      3.11  Assets .




(a)  Each
      Investee Company has good and marketable title to, or in the case of leased
      assets, valid leasehold interests in, all of its assets, tangible or intangible,
      free and clear of any Encumbrances. Each Investee Company owns or leases all
      tangible personal property used in or necessary to conduct its business as
      conducted and as currently planned to be conducted by the Investee Companies.




(b)  Each
      such
      item of tangible personal property is in all material respects in good operating
      condition and repair, ordinary wear and tear excepted, is free from latent
      and
      patent defects, is suitable for the purposes for which it is being used and
      currently planned to be used by the Investee Companies and has been maintained
      in accordance with normal industry practice.




Section
      3.12  Real
      Property .




(a)  Section
      3.12(a) of the Warrantor Disclosure Schedule sets forth an accurate and complete
      description of all real property in which any Investee Company has a fee simple
      estate, land-use rights or other ownership interest (the " Owned
      Real Property ").
      The
      Investee Companies have good and marketable title to the Owned Real Property,
      free and clear of any Encumbrances.




(b)  Section
      3.12(b) of the Warrantor Disclosure Schedule sets forth an accurate and complete
      description (by subject leased real property, the date and term of the lease,
      sublease or other occupancy right, the name of the parties thereto, each
      amendment thereto and the aggregate annual rent payable thereunder) of all
      real
      property in which any Investee Company has a leasehold or subleasehold estate
      or
      other right to use or occupy (collectively, the " Leased
      Real Property ").
      The
      Warrantors have delivered to the Investor accurate and complete copies of all
      leases and other Contracts granting a right in or relating to the Leased Real
      Property and all Contracts and other documents evidencing, creating or
      constituting Encumbrances upon or rights in the Leased Real
      Property.




(c)  Each
      Investee Company holds valid leasehold interests in its Leased Real Property,
      free and clear of any Encumbrances.




(d)  Use
      of
      the Owned Real Property and the Leased Real Property for the various purposes
      for which it is presently being used is permitted as of right under applicable
      zoning Laws and is not subject to "permitted non-conforming" use or structure
      classifications. All buildings, fixtures and other improvements, including
      the
      roof, foundation and floors and the heating, ventilation, air conditioning,
      mechanical, electrical and other building systems, located on the Owned Real
      Property and the Leased Real Property (collectively, the " Improvements ")
      are in
      material compliance with all applicable Laws, including those pertaining to
      health and safety, zoning, building and the disabled. The Owned Real Property
      and the Leased Real Property are supplied with utilities and other services
      necessary for the operation of the businesses of the Investee Companies and
      each
      parcel of such Real Property abuts on and has direct vehicular access to an
      improved public road or access to an improved public road via a permanent,
      irrevocable appurtenant easement improved with a road benefiting the parcel
      of
      such Real Property.


13


(e)  No
      Person
      other than an Investee Company is in possession of any portion of the Owned
      Real
      Property or the Leased Real Property. No Investee Company has granted to any
      Person the right to use or occupy any portion of any parcel of the owned Real
      Property or the Leased Real Property, and no Investee Company has received
      notice, and the Warrantors have no Knowledge, of any claim of any Person to
      the
      contrary.




(f)  The
      Improvements are structurally sound, are in all material respects in good
      operating condition and repair, ordinary wear and tear excepted, are free from
      latent and patent defects, are suitable for the purposes for which they are
      being used and planned to be used by the Investee Companies and have been
      maintained in accordance with normal industry practice. The Owned Real Property
      and the Leased Real Property constitute all such property used in or necessary
      to conduct the businesses of the Investee Companies as conducted and as
      currently planned to be conducted by the Investee Companies.




Section
      3.13  Intellectual
      Property .




(a)  Each
      Investee Company owns or otherwise possesses valid and legally enforceable
      rights to use all Intellectual Property owned, created, acquired, licensed
      or
      used by the respective Investee Companies at any time prior to and through
      the
      Closing Date (the " Company
      Intellectual Property ").
      Section 3.13(a) of the Warrantor Disclosure Schedule lists all material Company
      Intellectual Property.




(b)  The
      Company Intellectual Property constitutes all of the Intellectual Property
      used
      in or necessary to conduct the businesses of the Investee Companies as conducted
      and planned to be conducted by the Investee Companies. To the Warrantors'
      knowledge, no product or service marketed or sold (or proposed to be marketed
      or
      sold) by any Investee Company violates or will violate any license or infringes
      or will infringe any Intellectual Property rights of any other party. Other
      than
      with respect to commercially available software products under standard end-user
      object code license agreements, there are no outstanding options, licenses,
      agreements, claims, encumbrances or shared ownership interests of any kind
      relating to the Company Intellectual Property, nor is any Investee Company
      bound
      by or a party to any options, licenses or agreements of any kind with respect
      to
      the patents, trademarks, service marks, trade names, copyrights, trade secrets,
      licenses, information, proprietary rights and processes of any other Person.
      No
      Investee Company has received any communications alleging that such Investee
      Company has violated or, by conducting its business, would violate any of the
      patents, trademarks, service marks, tradenames, copyrights, trade secrets,
      mask
      works or other proprietary rights or processes of any other Person. Each
      Investee Company has obtained and possesses valid licenses to use all of the
      software programs present on the computers and other software-enabled electronic
      devices that it owns or leases or that it has otherwise provided to its
      employees for their use in connection with such Investee Company's business.
      To
      the Warrantors' knowledge, it will not be necessary to use any inventions of
      any
      employees or consultants of any Investee Company (or Persons any Investee
      Company currently intends to hire) made prior to their employment by such
      Investee Company. Each employee and consultant of an Investee Company has
      assigned to such Investee Company all Intellectual Property rights he or she
      owns that are related to such Investee Company's business as now conducted
      and
      as presently proposed to be conducted. No Investee Company has embedded any
      open
      source, copyleft or community source code in any of its products generally
      available or in development, including but not limited to any libraries or
      code
      licensed under any General Public License, Lesser General Public License or
      similar license arrangement.


14


Section
      3.14  Contracts .




There
      is
      no Contract (or group of related Contracts) to which any Investee Company is
      a
      party, by which any Investee Company is bound or pursuant to which any Investee
      Company is an obligor or a beneficiary that




(a)  involves:




(i)  obligations
      (contingent or otherwise) of, or payments to, the Investee Company in excess
      of
      US$100,000;




(ii)  the
      license of any patent, copyright, trademark, trade secret or other proprietary
      right to or from the Investee Company;




(iii)  contains
      any covenant limiting the right of any Investee Company to engage in any line
      of
      business or to compete (geographically or otherwise) with any Person, the grant
      of rights to manufacture, produce, assemble, license, market, or sell its
      products to any other Person that limit the Investee Company's exclusive right
      to develop, manufacture, assemble, distribute, market or sell its products,
      or




(iv)  indemnification
      by the Investee Company with respect to infringements of proprietary
      rights;




(b)  is
      a
      joint venture, partnership or other Contract involving any joint conduct or
      sharing of any business, venture or enterprise, or a sharing of profits or
      losses or pursuant to which any Investee Company has any ownership interest
      in
      any other Person or business enterprise other than the
      Subsidiaries;




(c)  was
      entered into other than in the ordinary course of business and that involves
      an
      amount or value in excess of $100,000 or contains or provides for an express
      undertaking by an Investee Company to be responsible for consequential damages;
      or




(d)  is
      otherwise material to the business, properties or assets of any Investee Company
      or under which the consequences of a default or termination could result in
      a
      Material Adverse Effect.




Section
      3.14(a) of the Warrantor Disclosure Schedule sets forth an accurate and complete
      list of each Contract (or group of related Contracts) that do not meet the
      above
      the criteria.




(e)  The
      Warrantors have delivered to the Investor an accurate and complete copy (in
      the
      case of each written Contract) or an accurate and complete written summary
      (in
      the case of each oral Contract) of each of the Contracts required to be listed
      in Section 3.14(a) of the Warrantor Disclosure Schedule. With respect to each
      such Contract required to be listed:




(i)  the
      Contract is legal, valid, binding, enforceable and in full force and effect
      except to the extent it has previously expired in accordance with its
      terms;


15


(ii)  the
      Investee Companies and, to the Warrantors' Knowledge, the other parties to
      the
      Contract have performed all of their respective material obligations required
      to
      be performed under the Contract;




(iii)  no
      Investee Company nor, to the Warrantors' Knowledge, any other party to the
      Contract is in breach or default under the Contract and no event has occurred
      or
      circumstance exists that (with or without notice, lapse of time or both) would
      constitute a breach or default by any Investee Company or, to the Warrantors'
      Knowledge, by any such other party or permit termination, cancellation,
      acceleration, suspension or modification of any obligation or loss of any
      material benefit under, result in any payment becoming due under, result in
      the
      imposition of any Encumbrances on any of the Shares or any of the properties
      or
      assets of any Investee Company under, or otherwise give rise to any right on
      the
      part of any Person to exercise any remedy or obtain any relief under, the
      Contract, nor has any Investee Company given or received notice or other
      communication alleging the same; and




(iv)  the
      Contract is not under negotiation (nor has written demand for any renegotiation
      been made), no party has repudiated any portion of the Contract and the
      Warrantors have no Knowledge that any party to the Contract does not intend
      to
      renew it at the end of its current term.




(f)  To
      the
      Warrantors' Knowledge, no director, agent, employee or consultant or other
      independent contractor of any Investee Company is a party to, or is otherwise
      bound by, any Contract, including any confidentiality, non-competition or
      proprietary rights agreement, with any other Person that in any way adversely
      affects or will affect (i) the performance of his or her duties for the Investee
      Companies, (ii) his or her ability to assign to any Investee Company rights
      to
      any invention, improvement, discovery or information relating to the business
      of
      the Investee Companies or (iii) the ability of any Investee Company to
      conduct its business as currently conducted or as currently proposed to be
      conducted.




(g)  None
      of
      the Investee Companies are, and none of the Investee Companies at any time
      within the past five years have been, parties to any Contract with (i) any
      Governmental Authority, (ii) any prime contractor to any Governmental Authority
      or (iii) any subcontractor with respect to any Contract described in clause
      (i)
      or (ii).




Section
      3.15  Tax
      Matters .




(a)  There
      are
      no Tax Returns due and payable by any Investee Company which have not been
      timely paid. There are no Tax Returns or Taxes for any Investee Company which
      are due, whether or not assessed or disputed. There have been no examinations
      or
      audits of any Tax Returns or reports by any applicable Governmental Authority.
      Each Investee Company has duly and timely filed all Tax Returns required to
      have
      been filed by it and there are in effect no waivers of applicable statutes
      of
      limitations with respect to taxes for any year.




(b)  None
      of
      the Investee Companies is a party to or bound by any Tax sharing agreement,
      Tax
      indemnity obligation or similar Contract or practice with respect to Taxes
      (including any advance pricing agreement, closing agreement or other Contract
      relating to Taxes with any Governmental Authority).




(c)  None
      of
      the Investee Companies is or has been a member of an affiliated group within
      the
      meaning of Section 1504(a) of the Code (or any similar group defined under
      a
      similar provision of foreign,
      state or local Law ),
      other
      than a group of which the Company is the common parent, and none of the Investee
      Companies has any Liability for Taxes of any other Person under Section 1.1502-6
      of the Treasury Regulations (or any similar provision of foreign, state or
      local
      Law), as a transferee or successor, by Contract or otherwise.


16


(d)  None
      of
      the Investee Companies is or has been a United States real property holding
      corporation (as defined in Section 897(c)(2) of the Code) during the applicable
      period specified in Section 897(c)(1)(A)(ii) of the Code.




(e)  There
      are
      no Encumbrances upon any properties or assets of any Investee Company arising
      from any failure or alleged failure to pay any Tax (other than Encumbrances
      relating to Taxes not yet due and payable and for which adequate reserves have
      been recorded in line items on the Balance Sheet).




(f)  No
      Investee Company: (i) is a partner for Tax purposes with respect to any joint
      venture, partnership, or other arrangement or contract which is treated as
      a
      partnership for Tax purposes; (ii) not owns a single member limited liability
      company which is treated as a disregarded entity; (iii) is a stockholder of
      a
      "controlled foreign corporation" as defined in Section 957 of the Code (or
      any
      similar provision of state, local or foreign Law); (iv) is a "personal holding
      company" as defined in Section 542 of the Code (or any similar provision of
      state, local or foreign Law), and (v) is a stockholder in a "passive foreign
      investment company" within the meaning of Section 1297 of the Code.




Section
      3.16  Employee
      Benefit Matters .




(a)  Section
      3.16(a) of the Warrantor Disclosure Schedule sets forth an accurate and complete
      list of all Company Plans maintained, established or sponsored by each Investee
      Company, or which each Investee Company participates in or contributes to,
      which
      is subject to ERISA and identifies each such Company Plan that provides for
      the
      deferral of compensation and is subject to Section 409A of the Code. Each
      Investee Company has made all required contributions and has no liability to
      any
      such Company Plan, other than liability for health plan continuation coverage
      described in Part 6 of Title I(B) of ERISA, and has complied in all material
      respects with all applicable Laws for any such Company Plan.




(b)  The
      consummation of the transactions contemplated by this Agreement (either alone
      or
      in conjunction with any other event) will not cause accelerated vesting, payment
      or delivery of, or increase the amount or value of any payment or benefit under
      or in connection with any Company Plan or constitute a "deemed severance" or
      "deemed termination" under any Company Plan otherwise with respect to, any
      director, officer, employee, or former director, former officer or former
      employee of any Investee Company. No Investee Company has made or has become
      obligated to make, and no Investee Company will as a result of the consummation
      of the transactions contemplated by this Agreement become obligated to make,
      any
      payments that could be nondeductible by reason of Section 280G of the Code
      (without regard to subsection (b)(4) thereof) or Section 162(m) of the Code
      (or
      any corresponding provision of foreign, state or local Law), nor will any
      Investee Company be required to "gross up" or otherwise compensate any
      individual because of the imposition of any excise Tax on such a payment to
      the
      individual.




Section
      3.17  Employment
      and Labor Matters .




(a)  Section
      3.17(a) of the Warrantor Disclosure Schedule sets forth an accurate and complete
      list of all employees, consultants and independent contractors currently
      performing services for any Investee Company, including each employee on leave
      of absence or layoff status, along with the position, date of hire, engagement
      or seniority, compensation and benefits, scheduled or contemplated increases
      in
      compensation and benefits, scheduled or contemplated promotions, accrued but
      unused sick and vacation leave or paid time off and service credited for
      purposes of vesting and eligibility to participate under any Company Plan with
      respect to each such Person who received compensation in excess of US$10,000
      for
      the fiscal year ended December 31, 2007 or is anticipated to receive
      compensation in excess of US$10,000 for fiscal year ending December 31, 2008.
      To
      the Warrantors' Knowledge, no director, officer, key employee or group of
      employees of any Investee Company intends to terminate his, her or their
      employment with the Investee Companies within the 12-month period following
      the
      Closing Date.


17


(b)  No
      Investee Company is bound by or subject to (and none of its assets or properties
      is bound by or subject to) any written or oral, express or implied, contract,
      commitment or arrangement with any labor union, and no labor union has requested
      or, to the knowledge of the Investee Company, has sought to represent any of
      the
      employees, representatives or agents of the Investee Company. There is no strike
      or other labor dispute involving the Investee Company pending, or to the
      Investee Company's knowledge, threatened, which could have a Material Adverse
      Effect, nor is the Investee Company aware of any labor organization activity
      involving its employees.




(c)  There
      is
      no Proceeding pending or, to the Warrantors' Knowledge, threatened against
      or
      affecting any Investee Company relating to the alleged violation by any Investee
      Company (or its directors or officers) of any Law pertaining to labor relations
      or employment matters. No Investee Company has committed any unfair labor
      practice, nor has there has been any charge or complaint of unfair labor
      practice filed or, to the Warrantors' Knowledge, threatened against any Investee
      Company before the National Labor Relations Board or any other Governmental
      Authority. There has been no complaint, claim or charge of discrimination filed
      or, to the Warrantors' Knowledge, threatened, against any Investee Company
      with
      the Equal Employment Opportunity Commission or any other Governmental
      Authority.




(d)  To
      each
      Investee Company's knowledge, none of its employees is obligated under any
      contract (including licenses, covenants or commitments of any nature) or other
      agreement, or subject to any judgment, decree or order of any court or
      administrative agency, that would materially interfere with such employee's
      ability to promote the interest of the Investee Company or that would conflict
      with the Investee Company's business. Neither the execution or delivery of
      this
      Agreement, nor the carrying on of the Investee Company's business by the
      employees of the Investee Company, nor the conduct of the Investee Company's
      business as now conducted and as presently proposed to be conducted, will,
      to
      the Investee Company's knowledge, conflict with or result in a breach of the
      terms, conditions, or provisions of, or constitute a default under, any
      contract, covenant or instrument under which any such employee is now
      obligated.




(e)  No
      Investee Company is delinquent in payments to any of its employees, consultants,
      or independent contractors for any wages, salaries, commissions, bonuses, or
      other direct compensation for any service performed for it to the date hereof
      or
      amounts required to be reimbursed to such employees, consultants, or independent
      contractors. Each Investee Company has complied in all material respects with
      all applicable state and federal equal employment opportunity laws and with
      other laws related to employment, including those related to wages, hours,
      worker classification, and collective bargaining. Each Investee Company has
      withheld and paid to the appropriate governmental entity or is holding for
      payment not yet due to such governmental entity all amounts required to be
      withheld from employees of the Investee Company and is not liable for any
      arrears of wages, taxes, penalties, or other sums for failure to comply with
      any
      of the foregoing.




(f)  No
      Investee Company has, within the last five years, implemented any plant closing
      or layoff of employees that could implicate the Worker Adjustment and Retraining
      Notification Act of 1988, or any similar foreign, state or local Law, and no
      such action will be implemented without advance notification to The Investor.
      Section 3.17(f) of the Warrantor Disclosure Schedule sets forth an accurate
      and
      complete list of all individuals whose employment with the Investee Companies
      has terminated during the 90-day period prior to the date of this
      Agreement.


18


Section
      3.18  Environmental,
      Health and Safety Matters .




(a)  Each
      Investee Company is, and for the last five years has been, in compliance with
      all, and not subject to any Liability under any, Environmental Laws and
      Occupational Safety and Health Laws. Without limiting the generality of the
      foregoing, each Investee Company and its respective Affiliates have obtained
      and
      complied in all respects with all Governmental Authorizations that are required
      pursuant to Environmental Laws and Occupational Safety and Health Laws for
      the
      occupation of their facilities and the operation of their businesses.




(b)  No
      Investee Company has received any notice, report or other written communication
      or information regarding (i) any actual, alleged or potential violation of,
      or
      failure to comply with, any Environmental Law or Occupational Safety and Health
      Law or (ii) any Liability or potential Liability, including any investigatory,
      remedial or corrective obligation, relating to any Investee Company or any
      Owned
      Real Property or Leased Real Property or other property or facility currently
      or
      previously owned, leased, operated or controlled by any Investee Company arising
      under any Environmental Law or Occupational Safety and Health Law.




(c)  No
      Hazardous Material, contamination, landfill, surface impoundment, disposal
      area
      or underground storage tank is present or, to the Warrantors' Knowledge, has
      ever been present at any Owned Real Property or Leased Real Property or other
      property or facility currently or previously owned, leased, operated or
      controlled by any Investee Company.




(d)  No
      Investee Company has treated, stored, disposed of, arranged for or permitted
      the
      disposal of, transported, handled or released any substance, including any
      Hazardous Material, or owned or operated any property or facility, in a manner
      that has given or is reasonably likely to give rise to any Liability, including
      any Liability for response costs, corrective costs, personal injury, property
      damage, natural resources damage or attorneys' fees, pursuant to the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      the Solid Waste Disposal Act, or any other Environmental Law or Occupational
      Safety and Health Law.




(e)  No
      Investee Company has, either expressly or by operation of Law, assumed or
      undertaken any Liability, including any obligation for corrective or remedial
      action, of any other Person relating to any Environmental Law.




(f)  No
      event
      or circumstance relating to the operations of, or the properties or facilities
      currently or previously owned, leased, operated or controlled by, any Investee
      Company is reasonably likely (i) to prevent, hinder or limit continued
      compliance in all respects with any Environmental Law or Occupational Safety
      and
      Health Law, (ii) to give rise to any investigatory, remedial or corrective
      obligations pursuant to any Environmental Law or Occupational Safety and Health
      Law, or (iii) to give rise to any other Liability pursuant to any Environmental
      Law or Occupational Safety and Health Law, including any Liability relating
      to
      onsite or offsite releases of Hazardous Materials, personal injury, property
      damage or natural resources damage.




(g)  Neither
      this Agreement, nor the consummation of any of the transactions contemplated
      by
      this Agreement, will result in any obligation for site investigation or cleanup,
      or notification to or consent of any Governmental Authority or other third
      party, pursuant to any of the so-called "transaction-triggered" or "responsible
      property transfer" Environmental Laws.


19


Section
      3.19  Compliance
      with Laws, Judgments and Governmental Authorizations .




(a)  Without
      limiting the scope of any other representation in this Agreement, each Investee
      Company has complied in all material respects with all, and no Investee Company
      has violated in any material respect any, Laws, Judgments and Governmental
      Authorizations applicable to it or to the conduct of its business or the
      ownership or use of any of its properties or assets. No Investee Company has
      received at any time within the last three years any written or oral notice
      or
      other communication from any Governmental Authority or any other Person
      regarding any actual, alleged or potential violation of, or failure to comply
      with, any Law, Judgment or Governmental Authorization, or any actual, alleged
      or
      potential obligation on the part of any Investee Company to undertake, or to
      bear all or any portion of the cost of, any remedial action of any
      nature.




(b)  Section
      3.19(b) of the Warrantor Disclosure Schedule sets forth an accurate and complete
      list of each Governmental Authorization that is held by each Investee Company
      or
      that otherwise relates to the business of, or any of the assets owned or used
      by, any Investee Company, all of which are valid and in full force and effect
      and will remain so following the Closing. The Governmental Authorizations listed
      in Section 3.19(b) of the Warrantor Disclosure Schedule collectively constitute
      all of the Governmental Authorizations necessary to permit the Investee
      Companies to conduct their businesses lawfully in the manner in which they
      currently conduct such businesses and to permit the Investee Companies to own
      and use their assets in the manner in which they own and use such assets.




(c)  Section
      3.19(c) of the Warrantor Disclosure Schedule sets forth an accurate and complete
      list of each Judgment to which any Investee Company, or any of the assets owned
      or used by any Investee Company, is or has been subject. To the Warrantors'
      Knowledge, no director, officer, employee or agent of any Investee Company
      is
      subject to any Judgment that prohibits such director, officer, employee or
      agent
      from engaging in or continuing any conduct, activity or practice relating to
      the
      business of any Investee Company.




(d)  No
      Investee Company has made sales or consummated any other transactions outside
      the People's Republic of China.




Section
      3.20  Legal
      Proceedings .
      Section
      3.20 of the Warrantor Disclosure Schedule sets forth an accurate and complete
      list of all pending Proceedings (a) by or against any Investee Company or that
      otherwise relate to or may affect the business of any Investee Company or any
      of
      the properties or assets owned, leased or operated by any Investee Company,
      (b)
      to the Warrantors' Knowledge, by or against any of the directors or officers
      of
      the Investee Companies in their capacities as such or (c) that challenge, or
      that may have the effect of preventing, delaying, making illegal or otherwise
      interfering with, any of the transactions contemplated by this Agreement. To
      the
      Warrantors' Knowledge, no other such Proceeding has been threatened, and no
      event has occurred or circumstance exists that is reasonably likely to give
      rise
      to or serve as a basis for the commencement of any such Proceeding. The
      Warrantors have delivered to The Investor accurate and complete copies of all
      pleadings, correspondence, audit response letters and other documents relating
      to such Proceedings. Such Proceedings will not, in the aggregate, result in
      a
      Material Adverse Effect.




Section
      3.21  Customers
      and Suppliers .
      Section
      3.21 of the Warrantor Disclosure Schedule sets forth a complete and accurate
      list of the Investee Companies' 20 largest customers and 10 largest suppliers
      (measured in each case by dollar volume of purchases or sales during the most
      recently completed fiscal year of the Company) and the dollar amount of
      purchases or sales which each listed customer or supplier represented during
      such fiscal year. There exists no actual, and the Warrantors have no Knowledge
      of any threatened, termination, cancellation or limitation of, or any material
      change in, the business relationship of any Investee Company with any customer,
      supplier, group of customers or group of suppliers listed in Section 3.21 of
      the
      Warrantor Disclosure Schedule. No customer of any Investee Company has any
      right
      to any credit or refund for products sold or services rendered or to be rendered
      by the Investee Company pursuant to any Contract with or practice of the
      Investee Company other than pursuant to the Investee Company's normal course
      return policy, which described in Section 3.21 of the Warrantor Disclosure
      Schedule. No customer or supplier so listed has indicated within the past 12
      months that it will stop or decrease the rate of its transactions, or otherwise
      change its business relationship, with any Investee Company.


20


Section
      3.22  Product
      Warranty .
      Section
      3.22 of the Warrantor Disclosure Schedule sets forth all forms of guaranty,
      warranty, right of return, right of credit or other indemnity that legally
      bind
      the Investee Companies in connection with any licenses, goods or services by
      the
      Investee Companies. No product manufactured, sold, leased or delivered by any
      Investee Company is subject to any guaranty, warranty or other indemnity beyond
      the applicable standard terms and conditions of sale or lease set forth in
      Section 3.22 of the Warrantor Disclosure Schedule. Each product manufactured,
      sold, licensed, leased or delivered by any Investee Company at all times has
      been in conformity in all material respects with all applicable contractual
      commitments and all express and implied warranties, and no Investee Company
      has
      any Liability (and no facts or circumstances exist that could reasonably be
      expected to give rise to any Proceeding, claim or demand against any of them
      giving rise to any Liability) for replacement or repair thereof or other damages
      in connection therewith, subject only to the reserve for product warranty claims
      set forth in the corresponding line item on the Interim Balance Sheet, as
      adjusted for the passage of time through the Closing Date in the ordinary
      course, consistent with the past custom and practice of the Investee
      Companies.




Section
      3.23  Product
      Liability .
      No
      Investee Company has any Liability (and no facts or circumstances exist that
      could reasonably be expected to give rise to any Proceeding, claim or demand
      against any of them giving rise to any Liability) arising out of any injury
      to
      individuals or property as a result of the ownership, possession or use of
      any
      product manufactured, sold, leased or delivered by any Investee
      Company.




Section
      3.24  Corruption
      and Trade Regulation .




(a)  Neither
      any Investee Company, nor any of their respective officers, directors,
      employees, consultants, representatives, agents or Affiliates (nor any Person
      acting on behalf of any of the foregoing) has directly,
      or indirectly through a third-party intermediary, paid, offered, given, promised
      to pay, or authorized the payment of any money or anything of value (including
      any gift, sample, travel, meal and lodging expense, entertainment, service,
      equipment, debt forgiveness, donation, grant or other thing of value, however
      characterized) to (i) any officer or employee of a Governmental Authority,
      (ii)
      any Person acting for or on behalf of any Governmental Authority, (iii) any
      political party or official thereof, (iv) any candidate for political office
      or
      (v) any other Person at the suggestion, request, direction or for the benefit
      of
      any of the above-described Persons.




(b)  Neither
      any Investee Company, nor any of their respective officers, directors,
      employees, consultants, representatives, agents or Affiliates has violated
      or is
      in violation of the Foreign Corrupt Practices Act of 1977 (the "FCPA") or any
      other applicable Law of similar effect, including Laws implementing the OECD
      Convention on Combating Bribery of Foreign Public Officials in International
      Business Transactions.




(c)  Each
      transaction of the Investee Companies has been properly and accurately recorded
      on the books and records of the Investee Companies and each document on which
      entries in the Investee Companies' books and records are based (including
      purchase orders, customer or company invoices and service agreements) is
      complete and accurate in all respects. The Investee Companies maintain a system
      of internal accounting controls, internal controls over financial reporting
      and
      disclosure controls and procedures adequate to ensure (i) that books, records
      and accounts accurately and fairly reflect, in reasonable detail, the
      transactions and dispositions of the Investee Companies' assets, (ii) that
      the
      integrity of their financial statements is maintained and (iii) that access
      to
      assets is permitted only in accordance with management's general or specific
      authorizations.


21


(d)  Neither
      any Investee Company,
      nor any Person acting on behalf of any Investee Company,
      has, directly, or indirectly through a third-party intermediary, entered into
      any Contract that remains in effect and that contains provisions reflecting
      participation in or cooperation with the Arab League boycott of Israel.




(e)  No
      Investee Company has at any time within the five years prior to the date of
      this
      Agreement engaged in the sale, purchase, import, export, re-export or transfer
      of products or services, either directly or indirectly, to or from Burma, Cuba,
      Iran, Iraq, Libya, North Korea, Sudan or Syria (the "Certain Nations") or are
      a
      party to or beneficiary of, or have any interest in, any franchise, license,
      management or other Contract with any Person, either public or private, in
      the
      Certain Nations or are a party to any investment, deposit, loan, borrowing
      or
      credit arrangement or involved in any other financial dealings, with any Person,
      either public or private, in the Certain Nations.




(f)  All
      exports, re-exports, sales or transfers of products or services of the Acquired
      Companies have, within the five years prior to the date of this Agreement,
      been
      effected in accordance with all applicable Laws, including anti-corruption,
      customs, export control, trade sanctions, anti-terrorism and anti-boycott Laws
      of the United States or any other relevant jurisdiction. All products shipped
      by
      each of the Investee Companies have been accurately marked, labeled and
      transported in all material respects in accordance with applicable
      Laws.




(g)  During
      the five years prior to the date of this Agreement, (i) no Investee Company
      has
      conducted or initiated any internal investigation or made a voluntary disclosure
      to any Governmental Authority with respect to any alleged act or omission
      arising under any applicable Laws and (ii) no Governmental Authority has
      initiated, or threatened to initiate, a Proceeding against any Investee Company
      or any of their respective officers, directors, employees, consultants,
      representatives, agents or Affiliates asserting that the Investee Company or
      Affiliate is not in compliance with any export or import Laws or the FCPA or
      any
      other applicable Law of similar effect.




Section
      3.25  Insurance .
      Section
      3.25 of the Warrantor Disclosure Schedule sets forth an accurate and complete
      list of all certificates of insurance, binders for insurance policies and
      insurance maintained by any Investee Company, or under which any Investee
      Company has been the beneficiary of coverage at any time within the past five
      years. All premiums due and payable under such insurance policies have been
      paid. The Warrantors have no Knowledge of any threatened termination of, or
      material premium increase with respect to, any of those policies. Section 3.25
      of the Warrantor Disclosure Schedule further sets forth an accurate and complete
      list of all claims asserted by the Investee Companies pursuant to any such
      certificate of insurance, binder or policy within the last three years, and
      describes the nature and status of the claims. No Investee Company has failed
      to
      give in a timely manner any notice of any claim that may be insured under any
      certificate of insurance, binder or policy required to be listed in Section
      3.24
      of the Warrantor Disclosure Schedule and there are no outstanding claims which
      have been denied or disputed by the insurer. The certificates of insurance,
      binders and policies listed in Section 3.24 of the Warrantor Disclosure Schedule
      (taken together) are of such types and in such amounts and for such risks,
      casualties and contingencies as is reasonably adequate to fully insure the
      Investee Companies against insurable losses, damages and claims to their
      respective businesses, properties, assets and operations. No Investee Company
      has ever maintained, established, sponsored, participated in or contributed
      to
      any self-insurance program, retrospective premium program or captive insurance
      program.


22


Section
      3.26  Relationships
      with Affiliates .




(a)  Other
      than (i) standard employee benefits generally made available to all employees,
      and (ii) standard director and officer indemnification agreements approved
      by
      the Board of Directors, there are no agreements, understandings or proposed
      transactions between any of the Investee Companies and any of its officers,
      directors, consultants or key employees, or any Affiliate thereof.




(b)  No
      Investee Company is indebted, directly or indirectly, to any of its directors,
      officers or employees or to their respective spouses or children or to any
      Affiliate of any of the foregoing, other than in connection with expenses or
      advances of expenses incurred in the ordinary course of business or employee
      relocation expenses and for other customary employee benefits made generally
      available to all employees. None of the Investee Companies' directors, officers
      or employees, or any members of their immediate families, or any Affiliate
      of
      the foregoing (i) is, directly or indirectly, indebted to any Investee Company
      or, (ii) to the Warrantors' Knowledge, has any direct or indirect ownership
      interest in any firm or corporation with which the Investee Company is
      affiliated or with which the Investee Company has a business relationship,
      or
      any firm or corporation which competes with the Investee Company except that
      directors, officers or employees or stockholders of the Investee Company may
      own
      stock in (but not exceeding two percent (2%) of the outstanding capital stock
      of) publicly traded companies that may compete with the Investee Company. None
      of the Investee Companies key employees or directors or any members of their
      immediate families or any Affiliate of any of the foregoing are, directly or
      indirectly, interested in any contract with any Investee Company. None of the
      directors or officers, or any members of their immediate families, has any
      material commercial, industrial, banking, consulting, legal, accounting,
      charitable or familial relationship with any Investee Company's customers,
      suppliers, service providers, joint venture partners, licensees and
      competitors.




Section
      3.27  Payments
      in connection with this Agreement .
      No
      Investee Company or any Person acting on behalf of any Investee Company has
      incurred any Liability to make any payment in connection with any of the
      transactions contemplated by this Agreement, including without limitation for
      brokerage or finders' fees or agents' commissions.




Section
      3.28  Disclosure .
      No
      representation or warranty of the Warrantors in this Agreement and no statement
      in the Warrantor Disclosure Schedule contains any material untrue statement
      or
      omits to state a material fact necessary to make the statements herein or
      therein, in light of the circumstances in which they were made, not misleading.
      No notice given pursuant to Section 5.4 will contain any untrue statement
      or omit to state a material fact necessary to make the statements therein or
      in
      this Agreement, in light of the circumstances in which they were made, not
      misleading.




**ARTICLE
      4**


**REPRESENTATIONS
      AND WARRANTIES OF THE INVESTOR**




The
      Investor represents and warrants to the Warrantors that as of the date of this
      Agreement and as of the Closing Date the statements set forth in this Article
      4
      are true and correct, except as set forth on the disclosure schedule delivered
      by the Investor to the Warrantors concurrently with the execution and delivery
      of this Agreement and dated as of the date of this Agreement (" The
      Investor Disclosure Schedule "):




Section
      4.1  Organization
      and Good Standing .
      The
      Investor is a corporation duly organized, validly existing and in good standing
      under the Laws of its jurisdiction of organization.


23


Section
      4.2  Authority
      and Enforceability .
      The
      Investor has all requisite corporate power and authority to execute and deliver
      this Agreement and to perform its obligations under this Agreement. The
      execution, delivery and performance of this Agreement have been duly authorized
      by all necessary action on the part of the Investor. This Agreement has been
      duly executed and delivered by the Investor and constitutes the legal, valid
      and
      binding obligation of The Investor, enforceable against the Investor in
      accordance with its terms.




Section
      4.3  No
      Conflict .
      Neither
      the execution, delivery and performance of this Agreement by the Investor,
      nor
      the consummation by The Investor of the transactions contemplated by this
      Agreement, will (a) directly
      or indirectly (with or without notice, lapse of time or both), conflict with,
      result in a breach or violation of, constitute a default (or give rise to any
      right of termination, cancellation, acceleration, suspension or modification
      of
      any obligation or loss of any **** benefit)
      under, result in any payment becoming due under, or result in the imposition
      of
      any Encumbrance on any of the properties or assets of the Investor under (i)
      the
      certificate of incorporation or bylaws of the Investor or any resolution adopted
      by the stockholders or board of directors of the Investor, (ii) any Governmental
      Authorization or Contract to which the Investor is a party or by which the
      Investor is bound or to which any of its properties or assets is subject or
      (iii) any Law or Judgment applicable to the Investor or any of its properties
      or
      assets; or (b)
      require the Investor to obtain any consent, waiver, approval, ratification,
      permit, license, Governmental Authorization or other authorization of, give
      any
      notice to, or make any filing or registration with, any Governmental Authority
      or other Person.




Section
      4.4  Legal
      Proceedings .
      There
      is no pending Proceeding that has been commenced against the Investor and that
      challenges, or may have the effect of preventing, delaying, making illegal
      or
      otherwise interfering with, any of the transactions contemplated by this
      Agreement. To the Investor's knowledge, no such Proceeding has been
      threatened.




Section
      4.5  Investment
      Intent .
      The
      Investor is acquiring the Shares for its own account and not with a view to
      their distribution within the meaning of Section 2(11) of the Securities
      Act.




Section
      4.6  Restricted
      Securities .
      The
      Investor understands that the Shares have not been, and will not be, registered
      under the Securities Act, by reason of a specific exemption from the
      registration provisions of the Securities Act which depends upon, among other
      things, the bona fide nature of the investment intent and the accuracy of the
      Investor's representations as expressed herein. The Investor understands that
      the Shares are "restricted securities" under applicable U.S. federal and state
      securities laws and that, pursuant to these laws, the Investor must hold
      the **** Shares
      indefinitely unless they are registered with the Securities and Exchange
      Commission and qualified by state authorities, or an exemption from such
      registration and qualification requirements is available. The Investor
      acknowledges that the Company has no obligation to register or qualify the
      Shares, for resale except as set forth in the Stockholders Agreement.




Section
      4.7  Accredited
      Investor .
      The
      Investor is an accredited investor as defined in Rule 501(a) of Regulation
      D
      promulgated under the Securities Act.




Section
      4.8  Brokers
      or Finders .
      Neither
      the Investor nor any Person acting on its behalf has incurred any Liability
      for
      brokerage or finders' fees or agents' commissions or other similar payment
      in
      connection with any of the transactions contemplated by this
      Agreement.


24


**ARTICLE
      5**


**COVENANTS**




Section
      5.1  Bridging
      Loans




(a)  The
      Investor shall, within five Business Days after satisfaction of the conditions
      set forth in Section 5.1(b) below, lend to the Company, and the Company shall
      issue to the Investor a Promissory Note in respect thereof in the form of
      Exhibit G (the “ First
      Promissory Note ”),
      the
      sum of US$400,000 (Four Hundred Thousand Dollars) (the “ First
      Principal Loan Amount ”).




(b)  The
      obligation of the Investor in Section 5.1(a) is subject to the satisfaction
      of
      each of the following conditions (any of which may be waived by the Investor,
      in
      whole or in part):




(i)  The
      condition set forth in Section 6.1(e)(iii) shall have been satisfied;
      and




(ii)  Shan
      Hai
      shall have opened a valid foreign exchange bank account, in the name of Shan
      Hai, within the People’s Republic of China, and shall have provided a copy to
      the Company (which the Company shall have provided a copy of to the Investor)
      of
      written confirmation thereof from the foreign exchange authorities.




(c)  The
      Investor shall, within five (5) Business Days after satisfaction of the
      conditions precedent set forth in Section 5.1(d) below, lend to the Company,
      and
      the Company shall issue to the Investor a Promissory Note in respect thereof
      in
      the form of Exhibit G (the “ Second
      Promissory Note ”),
      the
      sum of US$200,000 (Two Hundred Thousand Dollars) (the “ Second
      Principal Loan Amount ”).




(d)  The
      obligation of the Investor in Section 5.1(c) is subject to the satisfaction,
      on
      or before the Closing Date, of each of the following conditions (any of which
      may be waived by the Investor, in whole or in part):




(i)  The
      condition set forth in Section 6.1(e)(i) shall have been satisfied;
      and




(ii)  Likang
      Disinfectant shall have obtained all Governmental Authorizations required to
      open, and shall actually have opened a valid foreign exchange bank account,
      in
      the name of Likang Disinfectant within the People’s Republic of China, and shall
      have provided reasonable written evidence thereof to the Investor.




Section
      5.2  Use
      of
      Proceeds .




(a)  The
      Company shall use the First Principal Loan Amount solely for the purpose of
      paying in full the purchase price for the acquisition, in accordance with
      section 6.1(e)(i), of the entire registered capital of Likang
      Disinfectant.




(b)  The
      Company shall use the Second Principal Loan Amount solely for the purpose of
      making a contribution in that amount to Likang Disinfectant in the form of
      registered capital and shall cause Likang Disinfectant 67ythg (i) to obtain
      and
      provide a copy to the Investor of a valid capital verification report confirming
      the receipt of such contribution, and (ii) to use such funds solely for purposes
      of working capital of Likang Disinfectant and capital for future acquisitions
      of
      business lines by Likang Disinfectant.




(c)  The
      Company shall cause the Purchase Price funds to be used solely for purposes
      of
      working capital of its Subsidiaries and capital for future acquisitions of
      business lines by one or more of the Investee Companies. The Company shall,
      forthwith, and in any event no later than two business days, after receipt
      of
      the Purchase Price funds (except, for the avoidance of doubt, for that portion
      of the Purchase Price funds to be paid to the Investor in prepayment of the
      Promissory Notes):


25


(i)  contribute
      US$800,000 to Likang Disinfectant in the form of registered capital, and cause
      Likang Disinfectant to obtain and provide a copy to the Investor of a valid
      capital verification report confirming the receipt of such contribution;
      and




(ii)  lend
      Likang Disinfectant US$420,000 in the form of a shareholder’s loan, and cause
      Likang Disinfectant to obtain and provide a copy to the Investor of written
      confirmation issued by the foreign exchange authorities that such loan has
      been
      validly registered.




(d)  The
      Company will, and will cause Likang Disinfectant to, use its reasonable best
      efforts, both before and after the Closing, to obtain, as promptly as
      practicable after the date of this Agreement, all Governmental Authorizations
      from, give all notices to, and make all filings with, all Governmental
      Authorities, and to obtain all other consents, waivers, approvals and other
      authorizations from, and give all other notices to, all other third parties,
      that are necessary or advisable in order to increase the registered capital
      of
      Likang Disinfectant to not less than One Million Seven Hundred Ninety Seven
      Thousand U.S. Dollars ($1,797,000). As soon as practicable, and in any event
      no
      later than two business days, after such Governmental Authorizations have been
      obtained, the Company shall contribute US$180,000 (being the balance of the
      Purchase Price funds received on the Closing Date) to Likang Disinfectant in
      the
      form of registered capital, and cause Likang Disinfectant to obtain and provide
      a copy to the Investor of a valid capital verification report confirming the
      receipt of such contribution.




Section
      5.3  Operation
      of the Businesses of the Investee Companies .




(a)  From
      the
      date of this Agreement until the Closing, the Warrantors will cause each
      Investee Company to (i) conduct its business only in the ordinary course of
      business, (ii) use its commercially reasonable efforts to preserve and protect
      its business organization, assets, employment relationships, and relationships
      with customers, strategic partners, suppliers, distributors, landlords and
      others doing business with it, (iii) confer with the Investor concerning
      operational matters of a material nature and (iv) otherwise report periodically
      to the Investor concerning the status of its business, operations and
      finances.




(b)  Without
      limiting the generality of Section
      5.3(a) and
      except as otherwise expressly permitted by this Agreement, the Warrantors will
      not cause or permit any Investee Company to (i) issue or authorize the issuance
      of any shares of capital stock of any Investee Company of any class, or
      securities convertible or exchangeable or exercisable for any shares of such
      capital stock, or any options, warrants or other rights of any kind to acquire
      any shares of such capital stock or such convertible or exchangeable securities
      of any Investee Company, or (ii) make, or announce any proposal to make, any
      change or addition (whether immediate, conditional or prospective) to the terms
      and conditions of employment of any of the employees of the Investee Companies
      that would result in any increase in the value of the compensation package
      for
      such employees.




Section
      5.4  Expenses .
      Except
      as otherwise expressly provided in this Agreement, each party will bear its
      respective direct and indirect expenses incurred in connection with the
      preparation and negotiation of this Agreement and the consummation of the
      transactions contemplated by this Agreement, including all fees and expenses
      of
      its advisors and representatives.




Section
      5.5  Confidentiality .




(a)  From
      the
      date of this Agreement until the Closing, the parties agree to be bound by
      and
      comply with the provisions set forth in the current Confidentiality Agreement
      between the Parent and the Investor (the " Confidentiality
      Agreement ").


26


(b)  From
      and
      after the Closing, the confidentiality obligations of the Investor under the
      Confidentiality Agreement will terminate with respect to all Confidential
      Information. From and after the Closing, the Investor and each Warrantor will,
      and will cause each of its Affiliates and its and their respective directors,
      officers, employees, agents, consultants and other advisors and representatives
      (its " Restricted
      Persons ")
      to,
      maintain the confidentiality of, and not use for their own benefit or the
      benefit of any other Person, the Confidential Information.




(c)  Except
      as
      contemplated by Section
      5.6 ,
      neither
      the Investor nor any Warrantor will, or will cause or permit any of their
      respective Restricted Persons to, disclose to any Person any information with
      respect to the legal, financial or other terms or conditions of this Agreement
      or any of the transactions contemplated hereby or thereby. The foregoing does
      not restrict the right of any party to disclose such information (i) to its
      respective Restricted Persons to the extent reasonably required to facilitate
      the negotiation, execution, delivery or performance of this Agreement, (ii)
      to
      any Governmental Authority or arbitrator to the extent reasonably required
      in
      connection with any Proceeding relating to the enforcement of this Agreement
      and
      (iii) as permitted in accordance with Section
      5.5(d) .
      Each
      party will advise its respective Restricted Persons with respect to the
      confidentiality obligations under this Section 5.5(c) and will
      be responsible for any breach or violation of such obligations by its Restricted
      Persons.




(d)  If
      a
      party or any of its respective Restricted Persons become legally compelled
      to
      make any disclosure that is prohibited or otherwise restricted by this
      Agreement, then such party will (i) give the other party immediate written
      notice of such requirement, (ii) consult with and assist the other party in
      obtaining an injunction or other appropriate remedy to prevent such disclosure
      and (iii) use its commercially reasonable efforts to obtain a protective order
      or other reliable assurance that confidential treatment will be accorded to
      any
      information so disclosed. Subject to previous sentence, the disclosing party
      or
      such Restricted Persons may make only such disclosure that, in the written
      opinion of its counsel, in form and substance reasonably acceptable to the
      other
      party, it is legally compelled or otherwise required to make to avoid standing
      liable for contempt or suffering other material penalty.




Section
      5.6  Public
      Announcements .
      Notwithstanding anything herein to the contrary, each of the parties to this
      Agreement hereby agrees with the other party or parties hereto that the parties
      shall agree in advance (such agreement not to be unreasonably withheld or
      delayed) as to the contents and timing of any press release or other public
      statement or disclosure with respect to the transactions contemplated by this
      Agreement, except as may be required to comply with the requirements of any
      applicable Laws, in which case such party shall use its reasonable best efforts
      to consult with the other party before releasing such information.




Section
      5.7  Land
      and Workshops .





(a)  Jia
      Tang Land and Workshops. The
      Company shall cause Likang Disinfectant to complete, within seven (7) months
      after the Closing Date, the acquisition and become the registered owner of
      the
      land-use rights, free and clear of Encumbrances (as evidenced by the receipt
      of
      valid land-use right certificates and building ownership certificates) for
      the
      4,384 square meter plot of land and the workshops constructed thereon located
      at
      No. 1104, Jia Tang Gong Road, Jiading District that Likang Disinfectant
      purchased from Zhung-Yiu Pharmaceutical pursuant to an agreement dated August
      5,
      2005; and





(b)  Jiading
      Land. The
      Company shall cause Likang Biological to complete, as soon as practical, the
      acquisition and become the registered owner of the land-use rights, free and
      clear of Encumbrances (as evidenced by the receipt of a valid land-use rights
      certificates) for the 16 mu plot of land it agreed to purchase from the Jiading
      Land and Property Administrative Bureau pursuant to a Letter of Intent dated
      April 7, 2004.


27


Section
      5.8  Further
      Actions .
      Subject
      to the other express provisions of this Agreement, upon the request of any
      party
      to this Agreement, the other parties will (a) furnish to the requesting party
      any additional information, (b) execute and deliver, at their own expense,
      any
      other documents and (c) take any other actions as the requesting party may
      reasonably require to more effectively carry out the intent of this Agreement
      and the transactions contemplated by this Agreement.




**ARTICLE
      6**


**CONDITIONS
      PRECEDENT TO OBLIGATION TO CLOSE**




Section
      6.1  Conditions
      to the Obligation of the Investor .
      The
      obligation of the Investor to acquire the Initial Shares is subject to the
      satisfaction, on or before the Closing Date, of each of the following conditions
      (any of which may be waived by the Investor, in whole or in part ),
      provided that, if the conditions set forth in this Section 6.1 have not been
      satisfied or waived in writing on or before March 31, 2008, the Investor may,
      at
      its option, terminate this Agreement by written notice to the Company and the
      Parent.




(a)  Accuracy
      of Representations and Warranties . The
      representations and warranties of the Warrantors in this Agreement will be
      true
      and correct in all respects as of the date of this Agreement, except for the
      representations and warranties will be true and correct in all respects where
      such representation and warranty is qualified with respect to
      materiality;




(b)  Performance
      of Covenants .
      All of
      the covenants and obligations that the Investee Companies are required to
      perform or comply with under this Agreement on or before the Closing Date must
      have been duly performed and complied with in all material
      respects;




(c)  No
      Action . There
      must not be in effect, published, introduced or otherwise formally proposed
      any
      Law or Judgment, and there must not have been commenced or threatened any
      Proceeding, that in any case could (i) prohibit, make illegal, restrain the
      consummation of, or otherwise materially alter, any of the transactions
      contemplated by this Agreement, or (ii) cause any of the transactions
      contemplated by this Agreement to be rescinded following
      consummation;




(d)  Approvals .
      All
      authorizations, approvals or permits, if any, of any Governmental Authority
      that
      are required in connection with the lawful issuance and sale of the Shares
      pursuant to this Agreement shall be obtained and effective as of the
      Closing;




(e)  Likang
      Business Restructuring .
      The
      Investee Companies shall have been re-structured in a manner satisfactory to
      the
      Investor, including without limitation, the completion of each of the following
      changes and such other changes as the Investor may reasonably
      request:




(i)  Acquisition
      of Likang Disinfectant .
      The
      Company shall have: (A) validly acquired, free and clear of Encumbrances, the
      entire registered capital of Likang Disinfectant through procedures duly
      conducted through the Shanghai United Assets and Equity Exchange Center;
      (B) paid the purchase price for such acquisition in full, as confirmed by
      Foreign Exchange Settlement Certificates issued by the State
      Administration of Foreign Exchange for the Receipt of Equity Transfer Payment;
      and (C) obtained or completed all Governmental Authorizations required for
      such
      acquisition, and the conversion and registration of Likang Disinfectant into
      a
      wholly-foreign owned enterprise owned as to 100% by the Company (including
      without limitation, receipt of Official Replies and Certificates of Approval
      from the Shanghai Foreign Investment Commission and amended Business Licenses
      from the Shanghai Administration of Industry and Commerce), all in accordance
      with applicable Law.


28


(ii)  Acquisition
      of Likang Biological .
      Likang
      Disinfectant shall have: (A) validly acquired, free and clear of Encumbrances,
      the entire registered capital of Shanghai Biological High-Tech (Shanghai)
      Company Limited (“ Likang
      Biological ”);
      (B)
      paid the purchase price for such acquisition in full, as confirmed by the
      written confirmation issued by Likang Biological; and (C) obtained or completed
      all Governmental Authorizations required for such acquisition, and the
      conversion and registration of Likang Biological into a wholly owned enterprise
      owned as to 100% by Likang Disinfectant (including without limitation, receipt
      of the amended Business Licenses from the Shanghai Administration of Industry
      and Commerce), all in accordance with applicable Law.




(iii)  Release
      from Shan Hai Obligations and Sale and Lease back Arrangements. Shanghai
      Shan Hai Enterprise (Group) Co., Ltd.(“ Shan
      Hai ”)
      shall
      have agreed in writing to release the Parent, the Company and the Investee
      Companies, on terms approved by the Investor, from all remaining obligations
      arising in connection with the agreements pursuant to which Shan Hai agreed
      to
      transfer its 10% interest in Likang Disinfectant to the Company, including
      without limitation, any obligation to: (A) acquire Shanghai Mei Rui Medical
      Hi-Tech Co., Ltd. (“ Mei
      Rui ”),
      a
      company established by Shan Hai and one of its Hong Kong affiliates and formerly
      known as “Shanghai Likang Mei Rui Medical Hi-Tech Co., Ltd.”, or (B) provide
      management services to Mei Rui. Moreover, Shan Hai shall also have agreed in
      writing to purchase the factory and office building with a total area of around
      900 square meters located at No. 476 Hu Tai Zhi Road, such building being
      currently occupied by Likang Disinfectant ("Shan Hai Building") at the then
      prevailing fair market price, and to lease the Shan Hai Building back to Likang
      Disinfectant at the rent of RMB0.6 per square meter per day for a term of no
      shorter than five (5) years, unless the Shan Hai Building is required to be
      early demolished according to the zoning plan issued by Shanghai
      Municipality.




(iv)  Distributors .
      Likang
      Disinfectant shall have entered into valid distribution contracts with reputable
      independent distributors for its products, established appropriate training
      programs and guidelines relating to their business practices, and validly
      terminated all other distribution arrangements, all to the Investor’s
      satisfaction.




(v)  Transfer
      of Likang Trading .
      Likang
      Disinfectant shall have completed the transfer of the entire registered capital
      of Likang International Trading (Shanghai) Co., Ltd. (“ Likang
      Trading ”)
      to Mr.
      Xuelian Bian and Mr. Wei Guan on terms acceptable to the Investor.




(vi)  Transfer
      and Liquidation of Likang Pharmaceuticals .
      The
      entire registered capital of Likang Pharmaceuticals shall have been transferred
      to Jiu Qing Biological Products (Shanghai) Co., Ltd. on terms acceptable to
      the
      Investor, and procedures for liquidating and dissolving Liang Pharmaceuticals
      shall have been commenced.




(vii)  Use
      of
      Name and Non-Competition Agreements .
      Likang
      Pharmaceuticals, Likang Trading, Meirui and their respective Affiliates and
      distributors shall have removed "Likang" from their names, and
      signed non-compete agreements with Likang Disinfectant satisfactory to the
      Investor.




(viii)  Guarantees
      Replaced .
      Likang
      Disinfectant shall have obtained replacement guarantees to support loans owed
      to
      Shanghai Rural and Commercial Bank, or replaced such loans with new
      loans from a bank that does not require such guarantees.


29


(ix)  Articles
      of Association .
      The
      Articles of Association of Likang Disinfectant and Likang Biological,
      respectively, shall have been amended to the satisfaction of the Investor
      including any amendments required to enable the Company to make the registered
      capital contributions and shareholders loans contemplated by Section
      6.1.




(xi) Public
      Filings .
      Linkwell Corporation shall have made all public announcements and filings in
      connection with the purchase and sale of the Shares, the restructuring of the
      Investee Companies and the Commercial Agreements contemplated in this Agreement
      as may be required by applicable Law.




(f)  Opinion
      of Company Counsel .
      The
      Investor shall have received from Burns & Levinson LLP, counsel for the
      Company, an opinion, dated as of the Closing and reasonably satisfactory in
      form
      and substance to the Investor, confirming the due execution, delivery, legality
      and validity of this Agreement, the Stockholders Agreement, the Registration
      Rights Agreement and the Commercial Agreements;




(g)  Stockholders
      Agreement .
      The
      Parent and the Company shall have duly executed and delivered the Stockholders
      Agreement;




(h)  Registration
      Rights Agreement .
      The
      Parent shall have duly executed and delivered the Registration Rights
      Agreement;




(i)  Commercial
      Agreements .
      Shanghai Likang shall have duly executed and delivered each of the Commercial
      Agreements;




(j)  Proceedings
      and Documents .
      All
      corporate and other proceedings in connection with the transactions contemplated
      at the Closing and all documents incident thereto shall be reasonably
      satisfactory in form and substance to the Investor, and the Investor (or its
      counsel) shall have received all such counterpart original and certified or
      other copies of such documents as reasonably requested. Such documents may
      include good standing certificates;




(k)  No
      Material Adverse Effect . Since
      the
      date of this Agreement, there must not have been any Material Adverse Effect;




(l)  Additional
      Documents .
      The
      Warrantors will have delivered or caused to be delivered (i) each document
      that Section
      2.5(a) requires
      them to deliver, and (ii) such other documents, instruments and certificates
      as
      the Investor may reasonably request for the purpose of consummating the
      transactions contemplated by this Agreement;




(m)  Due
      Diligence .
      The
      Investor shall have completed its due diligence investigations of the Investee
      Companies to its satisfaction.




Section
      6.2  Conditions
      to the Obligation of the Warrantors .
      The
      obligation of the Warrantors to consummate the transactions contemplated by
      this
      Agreement is subject to the satisfaction, on or before the Closing Date, of
      each
      of the following conditions (any of which may be waived by the Warrantors,
      in
      whole or in part):




(a)  Accuracy
      of Representations and Warranties .
      The
      representations and warranties of the Investor in this Agreement will be true
      and correct in all respects as of the date of this Agreement and will be true
      and correct, except for the representations and warranties will be true and
      correct in all respects where such representation and warranty is qualified
      with
      respect to materiality;


30


(b)  Performance
      of Covenants .
      All of
      the covenants and obligations that the Investor is required to perform or comply
      with under this Agreement on or before the Closing Date must have been duly
      performed and complied with in all material respects (with materiality being
      measured individually and on an aggregate basis with respect to all breaches
      of
      covenants and obligations);




(c)  No
      Action .
      There
      must not be in effect any Law or Judgment that would prohibit or make illegal
      the consummation of any of the transactions contemplated by this
      Agreement;




(d)  Approvals .
      All
      authorizations, approvals or permits, if any, of any Governmental Authority
      that
      are required in connection with the lawful issuance and sale of the Shares
      pursuant to this Agreement shall be obtained and effective as of the
      Closing;




(e)  Stockholders
      Agreement . The
      Investor shall have duly executed and delivered the Stockholders Agreement;
      and




(f)  Commercial
      Agreements .
      Ecolab
      Chemicals Ltd. shall have duly executed and delivered each of the Commercial
      Agreements.




**ARTICLE
      7**


**INDEMNIFICATION**




Section
      7.1  Indemnification
      by the Warrantors .
      Subject
      to the limitations expressly set forth in Section
      7.6 ,
      the
      Warrantors, jointly and severally, will indemnify and hold harmless the
      Investor, each of the Investor's Affiliates and each of their respective
      directors, officers, employees, agents, consultants, advisors, representatives
      and equity holders (collectively, the " Investor
      Indemnified Parties ")
      from
      and against, and will pay to the Investor Indemnified Parties the monetary
      value
      of, any and all Losses incurred or suffered by the Investor Indemnified Parties
      directly or indirectly arising out of, relating to or resulting from any of
      the
      following:




(a)  any
      inaccuracy in or breach of any representation or warranty of the Warrantors
      contained in this Agreement or in any certificate, instrument or document
      delivered by the Warrantors in connection with this Agreement;




(b)  any
      nonfulfillment, nonperformance or other breach of any covenant or agreement
      of
      the Warrantors contained in this Agreement;




(c)  the
      Warrantors' performance of their obligations under this Agreement and the
      Stockholders Agreement;




(d)  any
      fine,
      penalty, disruption of operations, expense, costs or other loss that either
      Likang Disinfectant or Likang Biological may suffer as a result of not having
      any land use rights, building ownership rights or Governmental Authorization
      that may be required in respect of its operations; and




(e)  any
      Proceedings, demands or assessments incidental to any of the matters set forth
      in clauses (a) through (d) above.




For
      purposes of this Section
      7.1 ,
      any
      inaccuracy in, or breach of any representation or warranty, or nonfulfillment,
      nonperformance or other breach of any covenant or agreement by the Warrantors,
      and the amount of any Losses associated therewith, will be determined without
      regard to any materiality, material adverse effect or similar
      qualification.


31


Section
      7.2  Indemnification
      by the Investor .
      Subject
      to the limitations expressly set forth in Section
      7.6 ,
      the
      Investor will indemnify and hold harmless the Warrantors from and against,
      and
      will pay to the Warrantors the monetary value of, any and all Losses incurred
      or
      suffered by the Warrantors directly or indirectly arising out of, relating
      to or
      resulting from any of the following:




(a)  any
      inaccuracy in or breach of any representation or warranty of the Investor
      contained in this Agreement or in any certificate, instrument or document
      delivered by the Investor in connection with this Agreement;




(b)  any
      nonfulfillment, nonperformance or other breach of any covenant or agreement
      of
      the Investor set forth in this Agreement or the Stockholders Agreement;
      and




(c)  any
      Proceedings, demands or assessments incidental to any of the matters set forth
      in clauses (a) and (b) above.




For
      purposes of this Section
      7.2 ,
      any
      inaccuracy in, or breach of any representation or warranty, or nonfulfillment,
      nonperformance or other breach of any covenant or agreement by The Investor,
      and
      the amount of any Losses associated therewith, will be determined without regard
      to any materiality, material adverse effect or similar qualification.




Section
      7.3  Claim
      Procedure .




(a)  A
      party
      that seeks indemnity under this Article
      7 (an
      " Indemnified
      Party ")
      will
      give written notice (a " Claim
      Notice ")
      to the
      party from whom indemnification is sought (an " Indemnifying
      Party ")
      containing (i) a description and, if known, the estimated amount of any Losses
      incurred or reasonably expected to be incurred by the Indemnified Party, (ii)
      a
      reasonable explanation of the basis for the Claim Notice to the extent of the
      facts then known by the Indemnified Party and (iii) a demand for payment of
      those Losses.




(b)  Within
      30
      days after delivery of a Claim Notice, the Indemnifying Party will deliver
      to
      the Indemnified Party a written response in which the Indemnifying Party will
      either:




(i)  agree
      that the Indemnified Party is entitled to receive all of the Losses at issue
      in
      the Claim Notice; or




(ii)  dispute
      the Indemnified Party's entitlement to indemnification by delivering to the
      Indemnified Party a written notice (an " Objection
      Notice ")
      setting forth in reasonable detail each disputed item, the basis for each such
      disputed item and certifying that all such disputed items are being disputed
      in
      good faith.




(c)  If
      the
      Indemnifying Party fails to take either of the foregoing actions within 30
      days
      after delivery of the Claim Notice, then the Indemnifying Party will be deemed
      to have irrevocably accepted the Claim Notice and the Indemnifying Party will
      be
      deemed to have irrevocably agreed to pay the Losses at issue in the Claim
      Notice.




(d)  If
      the
      Indemnifying Party delivers an Objection Notice to the Indemnified Party within
      30 days after delivery of the Claim Notice, then the dispute may be resolved
      by
      any legally available means consistent with the provisions of Section
      8.11 .


32


(e)  Any
      indemnification of an Indemnified Party pursuant to this Article
      7 will be
      effected by wire transfer of immediately available funds from the Indemnifying
      Party to an account designated by the Indemnified Party.




(f)  The
      foregoing indemnification payments will be made within five business days after
      the date on which (i) the amount of such payments are determined by mutual
      agreement of the parties, (ii) the amount of such payments are determined
      pursuant to Section
      7.3(c) if an
      Objection Notice has not been timely delivered in accordance with Section
      7.3(b) or (iii)
      both such amount and the Indemnifying Party's obligation to pay such amount
      have
      been finally determined by a final Judgment of a court having jurisdiction
      over
      such proceeding as permitted by Section
      8.11 if an
      Objection Notice has been timely delivered in accordance with Section
      7.3(b) .




Section
      7.4  Third
      Party Claims .




(a)  Without
      limiting the general application of the other provisions of this Article
      7 ,
      if
      another Person not a party to this Agreement alleges facts that, if true, would
      mean that a party has breached its representations and warranties in this
      Agreement, the party for whose benefit the representations and warranties are
      made will be entitled to indemnity for those allegations and demands and related
      Losses under and pursuant to this Article
      7 .
      If the
      Indemnified Party seeks indemnity under this Article
      7 relating
      to a claim by another Person not a party to this Agreement, then the Indemnified
      Party will deliver a Claim Notice to the Indemnifying Party and will include
      in
      such Claim Notice (i) notice of the commencement of any Proceeding relating
      to
      such claim within 30 days after the Indemnified Party has received written
      notice of the commencement of such Proceeding and (ii) the facts constituting
      the basis for such Proceeding and the amount of the damages claimed by the
      other
      Person, in each case to the extent known to the Indemnified Party.
      Notwithstanding the foregoing, no delay or deficiency on the part of the
      Indemnified Party in so notifying the Indemnifying Party will relieve the
      Indemnifying Party of any Liability or obligation under this Agreement except
      to
      the extent the Indemnifying Party has suffered actual Losses directly caused
      by
      the delay or other deficiency.




(b)  Within
      30
      days after the Indemnified Party's delivery of notice of the commencement of
      such Proceeding under this Section
      7.4 ,
      the
      Indemnifying Party may assume control of the defense of such
      Proceeding by
      giving
      to the Indemnified Party written notice of the intention to assume such defense,
      but if and only if the Indemnifying Party further:




(i)  acknowledges
      in writing to the Indemnified Party that any Losses that may be assessed in
      connection with such Proceeding constitute Losses for which the Indemnified
      Party will be indemnified pursuant to this Article
      7 without
      contest or objection and that the Indemnifying Party will advance all expenses
      and costs of defense; and




(ii)  retains
      counsel for the defense of such Proceeding reasonably satisfactory to the
      Indemnified Party and furnishes to the Indemnified Party evidence satisfactory
      to the Indemnified Party that the Indemnifying Party has and will have
      sufficient financial resources to fund on a current basis the cost of such
      defense and paying all Losses that may arise under the claim.




In
      no
      event may the Indemnifying Party assume, maintain control of, or participate
      in,
      the defense of any Proceeding (A) involving criminal liability, (B) in which
      any
      relief other than monetary damages is sought against the Indemnified Party,
      or
      (C) in which the outcome of any Judgment or settlement in the matter could
      materially adversely affect the business of the Indemnified Party (collectively,
      clauses (A)-(C), the " Special
      Claims ").
      An
      Indemnifying Party will lose any previously acquired right to control the
      defense of any Proceeding if for any reason the Indemnifying Party ceases to
      actively, competently and diligently conduct the defense.


33


(c)  If
      the
      Indemnifying Party does not, or is not able to, assume or maintain control
      of
      such defense in compliance with Section
      7.4(b) ,
      the
      Indemnified Party will have the right to control such defense. If the
      Indemnified Party controls such defense, the Indemnifying Party agrees to pay
      to
      the Indemnified Party promptly upon demand from time to time all reasonable
      attorneys' fees and other costs and expenses of defense. To the extent that
      the
      underlying claim does not constitute a Special Claim, the party not controlling
      such defense (the " Noncontrolling
      Party ")
      may
      participate therein at its own expense. However, if the Indemnifying Party
      assumes control of such defense and the Indemnified Party reasonably concludes
      that the Indemnifying Party and the Indemnified Party have conflicting interests
      or different defenses available with respect to such Proceeding, then the
      reasonable fees and expenses of counsel to the Indemnified Party will be
      considered and included as "Losses" for purposes of this Agreement. The party
      controlling such defense (the " Controlling
      Party ")
      will
      reasonably advise the Noncontrolling Party of the status of such Proceeding
      and
      the defense thereof and, with respect to any Proceeding that does not relate
      to
      a Special Claim, the Controlling Party will consider in good faith
      recommendations made by the Noncontrolling Party. The Noncontrolling Party
      will
      furnish the Controlling Party with such information as it may have with respect
      to such Proceeding (including copies of any summons, complaint or other pleading
      which may have been served on such party and any written claim, demand, invoice,
      billing or other document evidencing or asserting the same) and will otherwise
      cooperate with and assist the Controlling Party in the defense of such
      Proceeding.




(d)  If
      the
      Indemnified Party is controlling the defense of such Proceeding, the Indemnified
      Party has the right to agree in good faith to any compromise or settlement
      of,
      or the entry of any Judgment arising from, such Proceeding without prior notice
      to or consent of the Indemnifying Party. All amounts paid or payable under
      such
      settlement or Judgment are Losses that the Indemnifying Party owes to the
      Indemnified Party under this Article 7 .
      The
      Indemnifying Party will not agree to any compromise or settlement of, or the
      entry of any Judgment arising from, any such Proceeding without the prior
      written consent of the Indemnified Party, which consent the Indemnified Party
      will not unreasonably withhold or delay. The Indemnified Party will have no
      Liability with respect to any compromise or settlement of, or the entry of
      any
      Judgment arising from, any such Proceeding effected without its
      consent.




(e)  Notwithstanding
      the provisions of Section 8.11, each Indemnifying Party consents to the
      non-exclusive jurisdiction of any court in which a Proceeding is brought by
      another Person against any Indemnified Party for purposes of any claim that
      an
      Indemnified Party may have under this Agreement with respect to the Proceeding
      or the matters alleged therein. Each Indemnifying Party agrees that process
      may
      be served on it with respect to such a claim anywhere in the world.




Section
      7.5  Survival . ****




(a)  All
      representations and warranties contained in this Agreement and any certificate
      delivered pursuant to this Agreement will survive the Closing, irrespective
      of
      any facts known to any Indemnified Party at or prior to the Closing or any
      investigation at any time made by or on behalf of any Indemnified Party, for
      a
      period of 24 months from the Closing Date; provided , however ,
      that
      (i) the representations and warranties set forth in Sections
      3.11(a) , 3.15 and 3.18 ,
      and the
      corresponding right to make claims thereunder, will survive until 180 days
      following the expiration of the statute of limitations applicable to the
      underlying matters covered by such provisions, and (ii) the representations
      and
      warranties set forth in Sections 3.2 , 3.3 , 3.4 and 3.26 ,
      and the
      corresponding right to make claims thereunder, will survive indefinitely.
      Notwithstanding anything to the contrary in this Agreement, the rights of the
      Investor Indemnified Parties and the Warrantors to make claims for
      indemnification or reimbursement based upon any covenant to be performed or
      complied with after the Closing Date will survive indefinitely.


34


(b)  If
      an
      Indemnified Party delivers to an Indemnifying Party, before expiration of a
      representation or warranty, either a Claim Notice based upon a breach of any
      such representation or warranty, or a notice that, as a result of a Proceeding
      instituted or claim made by a Person not a party to this Agreement, the
      Indemnified Party reasonably expects to incur Losses, then the applicable
      representation or warranty will survive until, but only for purposes of, the
      resolution of the matter covered by such notice. If the Proceeding or written
      claim with respect to which such notice has been given is definitively withdrawn
      or resolved in favor of the Indemnified Party, the Indemnified Party will
      promptly so notify the Indemnifying Party.




Section
      7.6  Limitations
      on Liability .




(a)  In
      no
      event will the aggregate Liability of the Warrantors under this Agreement exceed
      Two Million Dollars (US$2,000,000).




(b)  In
      no
      event will the Investor's Liability under this Agreement exceed Two Million
      Dollars (US$2,000,000).




(c)  Notwithstanding
      any other provision of this Agreement, nothing in this Agreement limits the
      Liability of a party to another party for fraud or willful misconduct committed
      by such party or for intentional non-disclosure by a party of a matter or
      circumstance that constitutes a qualification of or exception to the accuracy
      of
      the terms of any representation or warranty made by that party in this
      Agreement.




Section
      7.7  No
      Right of Indemnification or Contribution .
      Neither
      of the Warrantors has any right of indemnification or contribution against
      any
      Subsidiary with respect to any breach by a Warrantor of any of its
      representations, warranties, covenants or agreements in this Agreement or any
      Ancillary Agreement, whether by virtue of any contractual or statutory right
      of
      indemnity or otherwise, and all claims to the contrary are hereby waived and
      released.




Section
      7.8  Exercise
      of Remedies by The Investor Indemnified Parties other than the
      Investor .
      No
      Investor Indemnified Party (other than the Investor or any successor or assignee
      of The Investor) is entitled to assert any indemnification claim or exercise
      any
      other remedy under this Agreement unless the Investor (or any successor or
      assignee of the Investor) consents to the assertion of the indemnification
      claim
      or the exercise of any other remedy.




**ARTICLE
      8**


**GENERAL
      PROVISIONS**




Section
      8.1  Notices .
      All
      notices and other communications under this Agreement must be in writing and
      are
      deemed duly delivered when (a) delivered if delivered personally or by
      nationally recognized overnight courier service (costs prepaid), (b) sent by
      facsimile with confirmation of transmission by the transmitting equipment (or,
      the first business day following such transmission if the date of transmission
      is not a business day) or (c) received or rejected by the addressee, if sent
      by
      certified mail, return receipt requested; in each case to the following
      addresses or facsimile numbers and marked to the attention of the individual
      (by
      name or title) designated below (or to such other address, facsimile number
      or
      individual as a party may designate by notice to the other parties):


35


If
      to the
      Company:




Linkwell
      Tech Group, Inc.


476
      Hutai
      Branch Road


Baoshan
      District


Sanghai,
      China 200436


Fax:
      (8621) 66501425


Attn:
      Secretary




If
      to the
      Parent:




Linkwell
      Corporation


476
      Hutai
      Branch Road


Baoshan
      District


Sanghai,
      China 200436


Fax:
      (8621) 66501425


Attn:
      Secretary




with a copy (which will not constitute notice) to:




Burns
      & Levinson LLP


125
      Summer St.


Boston,
      MA  02110


Fax:
      (617) 345-3299


Attn:
      Stephen D. Brook




If
      to the
      Investor:




Ecolab
      Inc.,


Ecolab
      Center,


370
      Wabasha Street North,


St.
      Paul,
      MN 55102-1390


Fax:
      (651) 293-2573


Attention:
      General Counsel





with
      a
      copy (which will not constitute notice) to:




Baker
      & McKenzie LLP


One
      Prudential Plaza, Suite 3500


Chicago,
      Illinois, 60601


Fax:
      312
      861 2899


Attention:
      Edward J. West




Section
      8.2  Amendment .
      This
      Agreement may not be amended, supplemented or otherwise modified except in
      a
      written document signed by each party to be bound by the amendment and that
      identifies itself as an amendment to this Agreement.


36


Section
      8.3  Waiver
      and Remedies .
      The
      parties may (a) extend the time for performance of any of the obligations or
      other acts of any other party to this Agreement, (b) waive any inaccuracies
      in
      the representations and warranties of any other party to this Agreement
      contained in this Agreement or in any certificate, instrument or document
      delivered pursuant to this Agreement or (c) waive compliance with any of the
      covenants, agreements or conditions for the benefit of such party contained
      in
      this Agreement. Any such extension or waiver by any party to this Agreement
      will
      be valid only if set forth in a written document signed on behalf of the party
      or parties against whom the waiver or extension is to be effective. No extension
      or waiver will apply to any time for performance, inaccuracy in any
      representation or warranty, or noncompliance with any covenant, agreement or
      condition, as the case may be, other than that which is specified in the written
      extension or waiver. No failure or delay by any party in exercising any right
      or
      remedy under this Agreement or any of the documents delivered pursuant to this
      Agreement, and no course of dealing between the parties, operates as a waiver
      of
      such right or remedy, and no single or partial exercise of any such right or
      remedy precludes any other or further exercise of such right or remedy or the
      exercise of any other right or remedy. Any enumeration of a party's rights
      and
      remedies in this Agreement is not intended to be exclusive, and a party's rights
      and remedies are intended to be cumulative to the extent permitted by law and
      include any rights and remedies authorized in law or in equity.




Section
      8.4  Entire
      Agreement .
      This
      Agreement (including the Exhibits hereto and the documents and instruments
      referred to in this Agreement that are to be delivered at the Closing)
      constitutes the entire agreement among the parties and supersedes any prior
      understandings, agreements or representations by or among the parties, or any
      of
      them, written or oral, with respect to the subject matter of this Agreement.
      Notwithstanding the foregoing, the Confidentiality Agreement will remain in
      effect in accordance with its terms as modified pursuant to Section
      5.2 .




Section
      8.5  Assignment
      and Successors .
      This
      Agreement binds and benefits the parties and their respective successors and
      assigns. No party may delegate any performance of its obligations under this
      Agreement, except that the Investor may at any time delegate the performance
      of
      its obligations to any Affiliate of the Investor so long as the Investor remains
      fully responsible for the performance of the delegated obligation. Nothing
      expressed or referred to in this Agreement will be construed to give any Person,
      other than the parties to this Agreement, any legal or equitable right, remedy
      or claim under or with respect to this Agreement or any provision of this
      Agreement except such rights as may inure to a successor or permitted assignee
      under this Section.




Section
      8.6  Severability .
      If any
      provision of this Agreement is held invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions of this
      Agreement are not affected or impaired in any way and the parties agree to
      negotiate in good faith to replace such invalid, illegal and unenforceable
      provision with a valid, legal and enforceable provision that achieves, to the
      greatest lawful extent under this Agreement, the economic, business and other
      purposes of such invalid, illegal or unenforceable provision.




Section
      8.7  Exhibits .
      The
      Exhibits to this Agreement are incorporated herein by reference and made a
      part
      of this Agreement. The Warrantor Disclosure Schedule and the Investor Disclosure
      Schedule are arranged in sections and paragraphs corresponding to the numbered
      and lettered sections and paragraphs of Article 3 and Article 4, as applicable.
      The disclosure in any section or paragraph of the Warrantor Disclosure Schedule
      or the Investor Disclosure Schedule qualifies other sections and paragraphs
      in
      this Agreement only to the extent it is clear by appropriate cross-references
      that a given disclosure is applicable to such other sections and paragraphs.
      The
      listing or inclusion of a copy of a document or other item is not adequate
      to
      disclose an exception to any representation or warranty in this Agreement unless
      the representation or warranty relates to the existence of the document or
      item
      itself.




Section
      8.8  Interpretation .
      The
      language used in this Agreement is the language chosen by the parties to express
      their mutual intent, and no provision of this Agreement will be interpreted
      for
      or against any party because that party or its attorney drafted the
      provision.


37


Section
      8.9  Governing
      Law .
      Unless
      any Exhibit specifies a different choice of law, the internal laws of the State
      of Delaware (without giving effect to any choice or conflict of law provision
      or
      rule (whether of the State of Delaware or any other jurisdiction) that would
      cause the application of laws of any other jurisdiction) **** govern
      all matters arising out of or relating to this Agreement and its Exhibits and
      all of the transactions it contemplates, including its validity, interpretation,
      construction, performance and enforcement and any disputes or controversies
      arising therefrom.




Section
      8.10  Specific
      Performance .
      The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. The parties accordingly agree that,
      in addition to any other remedy to which they are entitled at law or in equity,
      the parties are entitled to injunctive relief to prevent breaches of this
      Agreement and otherwise to enforce specifically the provisions of this
      Agreement. Each party expressly waives any requirement that any other party
      obtain any bond or provide any indemnity in connection with any action seeking
      injunctive relief or specific enforcement of the provisions of this
      Agreement.




Section
      8.11  Jurisdiction
      and Service of Process .
      Any
      action or proceeding arising out of or relating to this Agreement or the
      transactions contemplated by this Agreement must be brought in the courts of
      the
      State of Minnesota, County of Ramsey, or, if it has or can acquire jurisdiction,
      in the United States District Court for the District of Minnesota. Each of
      the
      parties knowingly, voluntarily and irrevocably submits to the exclusive
      jurisdiction of each such court in any such action or proceeding and waives
      any
      objection it may now or hereafter have to venue or to convenience of forum.
      Any
      party to this Agreement may make service on another party by sending or
      delivering a copy of the process to the party to be served at the address and
      in
      the manner provided for the giving of notices in Section
      8.1 .
      Nothing
      in this Section
      8.11 ,
      however, affects the right of any party to serve legal process in any other
      manner permitted by law.




Section
      8.12  Waiver
      of Jury Trial . **EACH
      OF THE PARTIES KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
      OR
      COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
      OR
      RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
      OR
      THE ACTIONS OF ANY PARTY TO THIS AGREEMENT IN NEGOTIATION, ADMINISTRATION,
      PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT** .




Section
      8.13  Counterparts .
      The
      parties may execute this Agreement in multiple counterparts, each of which
      constitutes an original as against the party that signed it, and all of which
      together constitute one agreement. This Agreement is effective upon delivery
      of
      one executed counterpart from each party to the other parties. The signatures
      of
      all parties need not appear on the same counterpart. The delivery of signed
      counterparts by facsimile or email transmission that includes a copy of the
      sending party's signature is as effective as signing and delivering the
      counterpart in person.




[Signature
      page follows.]


38


The
      parties have executed and delivered this Agreement as of the date indicated
      in
      the first sentence of this Agreement.





Ecolab
                Inc.By:
            /s/
                Phillip J MasonName:
                Phillip J Mason
              Title:
                President, International SectorLinkwell
              Tech Group, Inc.By:
            /s/
                Xuelian BianName:
                Xuelian Bian
              Title:
                PresidentLinkwell
              CorporationBy:
            /s/
                Xuelian BianName:
                Xuelian Bian
              Title:
                Chairman


39