Exhibit 10.1

                        CONTRACT OF TIENS YIHAI CO., LTD.
                                    CHAPTER 1
                               General Provisions

In   accordance   with  the  "  Law  of  the  People's   Republic  of  China  on
Chinese-Foreign  Equity Joint Venture",  its  implementing  statute and relevant
Chinese  laws and  regulations,  Tianshi  Pharmaceutical  Co.,  Ltd. and Tianshi
International  Holding  Group Ltd. ,  adhering  to the  principle  of equity and
mutual benefit through friendly consultation,  agree to lease a piece of land to
jointly invest and set up a joint venture  enterprise named Tiens Yihai Co. Ltd.
in Zhu Jia  Jiao  Industrial  Park,  Qingpu  District,  Shanghai,  P. R. C.  The
contract hereunder is worked out.

                                    Chapter 2
                          PARTIES OF THE JOINT VENTURE

                                   Article 1
Parties  of the  contract  are as  follows:  Tianshi  Pharmaceutical  Co.,  Ltd.
(hereinafter referred to as " party A"),
Legal address:  No. 6, Yuanquan Road, Wuqing  development area, Tianjin New Tech
Industrial Park, China
Legal representative: Li Jinyuan
Position: Chairman of the Board of Directors
Nationality: P. R. C.
Tianshi International Holding Group Ltd. (hereinafter referred to as "party B")
Legal address: British Virginia Island
Legal representative: Li Jinyuan
Position: board member
Nationality: P. R. C.

                                    CHAPTER 3
                   ESTABLISHMENT OF THE JOINT VENTURE COMPANY

                                    Article 2
In accordance with the "Law of the People's Republic of China on Chinese-Foreign
Equity Joint Venture",  its  implementing  statute and relevant Chinese laws and
regulations,  both parties of the joint  venture agree to set up a joint venture
enterprise  named Tiens Yihai Co. Ltd. in Zhu Jia Jiao Industrial  Park,  Qingpu
District,  Shanghai, P. R. C. (hereinafter referred to as the "the Joint Venture
Company").

                                    Article 3
The name of the Joint Venture Company is Tiens Yihai Co., Ltd.

<PAGE>

                                    Article 4
The legal  address of the joint  venture is at No. 201 Zhufeng  Rd.,  Zhujiajiao
Town , Qingpu District, Shanghai, China.

                                    Article 5
The organization  form of the Company is a limited  liability company which is a
Chinese legal person.  Each party of the Company is liable to the company within
the limit of the capital  subscribed  by it. The  profits,  risks and losses and
debt  liabilities of the Company shall be shared by the parties in proportion to
their contributions to the registered capital.

                                    CHAPTER 4
             THE PURPOSE, SCOPE AND SCALE OF PRODUCTION AND BUSINESS

                                    Article 6
The purpose of the parties to the Joint venture is in  conformity  with the wish
of enhancing the economic  corporation  and  technical  exchanges to improve the
product quality and price by adopting advanced foreign technology and scientific
management  methods so as to raise  economic  results  and  ensure  satisfactory
economic benefits for each investor.

                                    Article 7
The  productive and business  scope of the Company is the R&D,  production,  and
marketing of  functional  food,  home care and personal care products as well as
providing  technology  services,  products training program etc. among which the
total sales amounts for home and personal care products  shall not more than 5%.
The  production  value of the Company  yearly  amounts to RMB20 billion of which
functional  foods  RMB19  billion,  accounting  for 95% of the  total and home &
personal care products RMB1 billion , accounting for 5% of the total investment.
The Company balances its income and expenses of the foreign exchange.

                                    CHAPTER 5
                TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL

                                    Article 8
The total  amount of  investment  of the Company is US  $400million.  Investment
contributed  by the  parties  is US  $200million  which  will be the  registered
capital of the company.

                                    Article 9
Both parties A and B will contribute the following as their investment: Party A:
Cash US $ 1,200,000.00  (RMB  10,000,000.00),  accounting for 0.6%.  Party B: US
$198,800,000.00,  accounting for 99.4%, with US $174,600,000.00  contributing in
cash and the rest will be paid by the profit  gained by B's domestic  company in
China. The difference  between the total amount of investment and the registered
capital will be settled by self-financing of the Company.

                                   Article 10
15% of the  registered  capital  contributed  by both parties  shall be in place
within three months after the issuance of the business  license.  The rest shall
be in place within three years.


<PAGE>

                                   Article 11
In case any  party to the joint  venture  intends  to assign  all or part of his
investment subscribed to a third party, consent shall be obtained from the other
party to the joint  venture,  and  approval  from the  examination  and approval
authority is required.  When one party to the joint venture  assigns all or part
of his investment, the other party shall have pre-emptive right.

                                   Article 12
The joint  venture's  registered  capital shall not decrease  during term of its
operation.  Decreases  that are  truly  warranted  by the  change  of the  total
investment  and the  operation  scope and other changes shall be approved by the
examination and approval authority.

                                    CHAPTER 6
                RESPONSIBILITY OF EACH PARTY TO THE JOINT VENTURE

                                   Article 13
Party A and Party B shall be respectively responsible for the following matters;
Responsibility of Party A:
1. Responsible for leasing office premises,  purchasing communication facilities
and office equipments so as to provide essential working conditions.
2. Handling of  application  for approval,  registration,  business  license and
other matters  concerning the  establishment of the Company and liaison with the
relevant  departments  in charge of the said matters in China.  The costs arisen
from the application procedure shall be borne by the Company.
3. Inputting its exact share of registered capital timely.
4. Responsible for other matters entrusted by the Company.
Responsibility of Party B:
1. Responsible for introducing modern management mode and advanced technology.
2. Responsible for training the management personnel.
3. Inputting its exact share of registered capital timely.
4. Responsible for other matters entrusted by the Company.

                                    CHAPTER 7
                             THE BOARD OF DIRECTORS

                                   Article 14
The  Company  shall  establish  the  Board of  Directors  which  is the  highest
authority of the Company.  The date of  registration of the Company shall be the
date of the establishment of the Board of Directors of the Company.

                                   Article 15
The Board of  Directors  is composed of three  directors,  of which two shall be
appointed  by  Party A, one by Party  B.  The  chairman  of the  Board  shall be
appointed by Party B. The term of office for the  directors and Chairman is four
years;  their term of office may be renewed  if  continuously  appointed  by the
relevant Party.


<PAGE>

                                   Article 16

The board of directors shall decide all major issues concerning the Company. The
following  items  can only be  approved  with  the  unanimous  agreement  of the
members:

1. The revision of the joint venture's article of association;

2. The dismissal of the joint venture;

3. The mortgage of the joint venture with other economic organizations;

4. The increase or decrease of the joint venture's registered capital; assets;

                                   Article 17
As for  other  matters  approval  by  majority  or a  simple  majority  shall be
required.

                                   Article 18
The  chairman  of the board is the  representative  of the  Company.  Should the
Chairman be unable to exercise his  responsibility  for some  reasons,  he shall
authorize  the  Vice-Chairman  or any other  director to  represent  the Company
temporarily.

                                   Article 19
The board of  Directors  shall  convene at least one  meeting  every  year.  The
meeting shall be called and presided by the chairman of the Board.  The chairman
may convene an interim  meeting  based on a proposal made by more than one third
of the total number of Directors  and the board  meeting  shall only be convened
under the  condition  of two thirds of the total number of  directors'  presence
(including  directors  from the two parties).  The board meeting shall draft the
minutes  signed by the  directors  present at the meeting and shall be placed on
file.


                                    CHAPTER 8
                           BUSINESS MANAGEMENT OFFICE

                                   Article 20
The Company shall  establish a Management  Office which shall be operated  under
the  leadership  of the general  manager.  The  Management  Office  shall have a
General Manager,  appointed by the Board of Directors. The first general manager
shall be assigned by Party B whose term of office is four years.  When  he/she's
term ends and  he/she is again  designated,  he/she  can hold the  position  for
another term.

                                   Article 21
The  responsibility  of the General Manager is to carry out the decisions of the
Board  Meeting and  organize  and conduct the daily  management  of the Company.
Several department  managers may be appointed by the Management Office who shall
be responsible for work in various  departments  respectively;  handling matters
handed over by the General Manager and shall be responsible to him.

                                   Article 22
In case of  graft or  serious  dereliction  of duty on the  part of the  General
Manger and other senior  management the board of directors  shall have the power
to dismiss them at any time.

<PAGE>

                                    CHAPTER 9
                              PURCHASE OF EQUIPMENT

                                   Article 23
In its purchase of means of transportation and articles for office use, etc. the
Company priority to purchase in China where conditions are the same.

                                   CHAPTER 10
                                LABOUR MANAGEMENT

                                   Article 24
Labor contract  covering the recruitment,  employment,  dismissal  ,resignation,
wages, labor insurance,  labor dispute ,rewards and other matters concerning all
staff and workers of the  Company  shall be drawn up between the Company and the
labor  union of the  Company  as a whole,  or the  individual  employees  in the
Company as a whole, or individual employees in accordance with the " Regulations
of the PRC on Labor  Management  in the Joint  Venture Using Chinese and Foreign
Investment  and  its  implementing  Rules"  as well as the  relevant  rules  and
regulations  of shanghai  city.  The labor  contract shall be filed on the local
labor management authority.

                                   Article 25
The appointment of senior administrative  personnel recommended by both parties,
their  salaries,  social  insurance,  welfare  and the  standards  of  traveling
expenses etc. shall be decided by the Board of Directors.  The salaries are only
for the directors' term of office at the Board of the Company.

                                   CHAPTER 11
                  TAXES, FINANCE, AUDIT AND PROFIT DISTRIBUTION

                                   Article 26
The Company shall  establish  its  accounting  policies in  accordance  with the
stipulation of Chinese laws, other relative regulations and meanwhile, combining
the Company's present situation.

                                   Article 27
Staff  members  and  workers  of the  Company  shall pay  individual  income tax
accordance to the "Individual Income Tax Law of the P.R.C."

                                   Article 28
Reserve  funds,  bonus and welfare  funds for workers  and staff  members  after
payment  out of its gross  profit of the Joint  Venture  income tax shall be set
aside  pursuant to the  provisions of the tax laws of the PRC. The Company shall
draw at least  10% of the  profit  after tax as the  reserve  funds and when the
total reserve funds mounts to 50% in aggregate the Company shall be free of this
duty.  The allocation for the bonus and welfare funds shall be determined by the
Company.

                                   Article 29
The fiscal  year of the  Company  shall be from  January 1 to  December  31. All
vouchers,  receipts,  statistics  statement  and  reports  shall be  written  in
Chinese.


<PAGE>

                                   Article 30
The  Chinese  RMB shall be the money of account  and the rate that RMB  converts
into  other  currencies  shall  comply  with  the  exchange  rate  of the  State
Administration of Foreign Exchange on the day.

                                   Article 31
Financial  checking  and  examination  of the Company  shall be  conducted by an
auditor  registered  in China and  reports  shall be  submitted  to the Board of
Directors  and the General  Manager.  Each party of the  Company  shall have the
right to hire auditor to check and examine its account books.

                                   Article 32
In the first three months of each fiscal year, the General Manager shall prepare
previous  year's  balance  sheet,  profit and loss  statement  as well as profit
distribution  proposal regarding the disposal of profits, and submit them to the
Board of Directors for examination and approval.

                                   Article 33
The Company shall allocate its profits once a year which shall be squared before
January 31 from the date of the issuance of the business license.

                                   Article 34
All issues  concerning  foreign  exchange shall comply with  "Regulations of the
People's Republic of China on the Administration of The Foreign Exchange".

                                   Article 35
The Company shall open a foreign exchange and a RMB account with a bank in China
which is permitted by the state  agency for foreign  exchange  control to handle
foreign exchange  transactions.  All foreign exchange  earnings and expenditures
shall be put into or taken from the foreign exchange account.

                                   Article 36
The Company  shall  balance the income and expenses of its foreign  exchange and
guarantee the surplus  meanwhile.  The foreign exchange profit is mainly for the
following two purposes:
1. Pay the deserved foreign exchange profit.
2.  Expenditures  for business  trip to the  overseas,  salaries for the foreign
personnel and other necessary expenses.

                                   CHAPTER 12
             THE DISPOSAL OF ASSETS AFTER EXPIRATION OF THE DURATION

                                   Article 37
The duration of the Company shall be 50 years  (hereafter the  "duration")  from
the date the business  license of the Company is issued.  An application for the
extension of the duration  unanimously  approved by the Board of Directors shall
be submitted to the examination  and approval  authority six months prior to the
expiry date of the Joint Venture.


<PAGE>

                                   Article 38
Upon the  unanimously  agreement  the Joint  Venture  contract may be terminated
prior to the expiry when both parties consider that the termination  satisfy the
superior benefits of both.
The  termination  of the  contract  prior to the expiry shall be approved by the
examination  and approval  authority  upon the  unanimous  decision  made by all
present at the Board Meeting.

                                   Article 39
Upon  the  expiration  of the  duration,  or  termination  before  the  date  of
expiration of the joint venture,  liquidation  shall be carried out according to
the relevant law. The liquidation assets shall be distributed in accordance with
the proportion of investment contributed by Party A and Party B.


                                   CHAPTER 13
                           force majeure and insurance

                                   Article 40
Should either  Parties to the contract be prevented  from executing the contract
due to force majeure,  such as  earthquake,  typhoon,  flood,  fire, and war and
other  unforeseen  events and their happening and consequence are  unpreventable
and  unavoidable,  the  prevented  Party  shall  notify the other Party by cable
without delay, and within fifteen days thereafter  provide detailed  information
of the events and a valid document for evidence issued by relevant Public Notary
organization  for explaining the reason of its inability to execute or delay the
execution  of  all  or  part  of  the  contract.   Both  parties  shall  through
consultation,  decide whether to terminate the contract or to exempt part of the
obligations for implementation of the contract or whether to delay the execution
of the contract according to the effects of the events on the performance of the
contract.

                                   Article 41
Either Party shall not ask for  compensation for losses resulting from the force
majeure.

                                   Article 42
The Company shall insure in the insurance  company  registered in China.  Types,
the value,  duration of insurance  shall be decided by the Board of Directors in
accordance with the stipulation of the insurance company in China.


                                   CHAPTER 14
the amendment, alteration and discharge of the contract

                                   Article 43
The  amendment  of the  contract  shall come into  force only after the  written
agreement signed by Party A and Party B and approved by the original examination
and approval authority.




<PAGE>

                                   Article 44
Incase of inability to fulfill the contract or continue  operation  due to heavy
losses in  successive  years as a result of force  majeure  the  duration of the
joint venture and the contract shall be terminated before the time of expiration
after  unanimously  agreed upon by the Board of  Directors  and  approved by the
original examination and approval authority.

                                   Article 45
Should the Company be unable to continue  its  operation or achieve the business
purposes  stipulated  in the  contract  due  to  the  fact  that  either  of the
contracting  party fails to fulfill the  obligations  prescribed by the contract
and articles of association,  that party shall be deemed as having  unilaterally
terminated  the contract.  The other party shall have the right to terminate the
contract in accordance with the provisions of the contract after approved by the
original examination and approval authority as well as to claim damages. In case
either party of the Company agrees to continue the operation the Party who fails
to fulfill the  obligations  shall be liable for the economic  losses causing to
the Company.


                                   CHAPTER 15
                     LIABILITIES FOR BREACH OF THE CONTRACT

                                   Article 46
Should all or part of the contract be unable to be fulfilled  owing to the fault
of one Party, the breaching Party shall bear the  responsibilities  thus caused.
Should it be the fault of both parties,  they shall bear their  responsibilities
according to actual situation.

                                   Article 47
Should  either  Party A or Party B fail to pay on schedule the  contribution  in
accordance  with the provisions  defined in Chapter five of this  contract,  the
breaching  party  shall  pay to the other  party1%  of the  contribution  as the
penalties  starting from the first month after exceeding the time limit.  Should
the breaching  party fail to pay after three months,  3% of the  contribution as
the  penalties  shall be paid to the other  party,  who shall  have the right to
terminate the contract and to claim  damages from the breaching  party who shall
have the right to terminate the contract and to claim damages from the breaching
party in according with the stipulations in Article 45 of this contract.

                                   CHAPTER 16
                                 APPLICABLE LAW

                                   Article 48
The formation, validity, interpretation, execution and settlement of disputes of
this contract, shall be governed by the related laws of the PRC.





<PAGE>

                                   CHAPTER 17
                              SETTLEMENT OF DISPUTE

                                   Article 49
Any dispute arising from the execution of, or in connection  with, this contract
shall be settled through  friendly  consultations  between both parties.  In the
case no settlement  can be reached  through  consultations  the dispute shall be
submitted to Shanghai  Arbitration  Organization in accordance with the rules of
the Foreign Economic and Trade Arbitration  Commission of the China Council. The
arbitrate verdict is final and binding upon both parties.

                                   Article 50
During the course of arbitration,  the contract shall be executed continually by
both parties except for matters in dispute.

                                   Article 51
The contract shall be written in Chinese.

                                   CHAPTER 18
              EFFECTIVENESS OF THE CONTRACT AND MISCELLANEOUS ITEMS

                                   Article 52
The contract  shall come into force  beginning  from the date of approval of the
Shanghai government after signing by authorized representatives of both parties.
The revision of the contract shall conform to the same rule.

                                   Article 53
The appendices  drawn up in accordance  with the principles of this contract are
integral parts of this contract and shall have the same legal validity with this
contract after the approval.

                                   Article 54
Should notice in connection  with any party's rights and  obligations be sent by
either party by telegram or telex,  etc;  the written  letter  notices  shall be
required  afterwards.  The legal  address  of Party A and Party B listed in this
contract shall be the posting address.

                                   Article 55
The contract is signed in Shanghai on April 20, 2004



Tianshi Pharmaceutical Co., Ltd.        Tianshi International Holding Group Ltd.

By:                                     By:
   --------------------------------        -------------------------------------
   Jinyuan Li                              Jinyuan Li
   Legal Representative                    Legal Representative