EXHIBIT
10.1

    


    AMENDED
AND RESTATED STOCK PURCHASE AGREEMENT

    


    by and
among

    


    Linkwell
Corporation

    (Parent
Company of Linkwell Tech Group, Inc.)

    


    Linkwell
Tech Group, Inc.

    (Parent
Company of Shanghai Likang Disinfectant Hi-Tech Co.,Ltd)

    


    Shanghai
Likang Disinfectant Hi-Tech Co.,Ltd

    (Acquiror)

    


    Shanghai
Likang Biological High-Tech Company, Ltd.

    (Acquiree)

    


    and the
sellers

    


    Xuelian
Bian

    


    and

    


    Shanghai
LiKang Pharmaceutical Technology Co., Ltd.

    


    (100%
Shareholders of Shanghai Likang Biological High-Tech Company, Ltd.)

    


    


    


    


    


    


    


    March 5,
2009

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    AMENDED
AND RESTATED STOCK PURCHASE AGREEMENT

    


    


    THIS
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and
entered into this 5th day of March, 2009, by and among Linkwell
Corporation, a Florida corporation (“Linkwell”), Linkwell Tech Group, Inc.,
a Florida corporation and wholly-owned subsidiary of Linkwell (“Linkwell
Tech”), Shanghai Likang Disinfectant Hi-Tech Co.,Ltd, a Chinese company and
wholly owned subsidiary of Linkwell Tech (“Likang Disinfectant”), Shanghai
Likang Biological High-Tech Company, Ltd., a Chinese company (“Likang
Biological” or the “Company”), Xuelian Bian, an individual, and Shanghai
Likang Pharmaceutical Technology Co., Ltd, a Chinese company (“Likang
Pharmaceutical”), who together own 100% equity interest in Likang
Biological (hereinafter Mr. Bian and Likang Pharmaceutical, together, shall
be referred to as the “Shareholders”).

    


    RECITALS:

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                A.

              	
                Xuelian
      Bian and Likang Pharmaceutical own 60% and 40% of the issued
      and outstanding shares
      of the capital stock of Likang Biological,
  respectively.

              


      

    

     

    
      	
              B.

            	
              Likang
      Disinfectant is willing to acquire 100% of the issued
      and outstanding capital stock of Likang Biological, making
      Likang Biological a wholly-owned subsidiary of Likang Disinfectant,
      and the Shareholders desire to exchange 100% of their
      shares of Likang Biological capital stock for ¥2,000,000 RMB and 500,000
      restricted shares of
      Linkwell Corporation authorized but unissued shares of
      Common Stock as hereinafter
provided.

            


    

     

    
      	
              C.

            	
              Likang
      Biological is doing business in China and related territories
      with an address of No. 1104 Jiatang Road, Jiading
      District, Shanghai,
China 201807.

            


    

     

    
      	
              D.

            	
              It
      is the intention of the parties hereto that: (i) Likang Disinfectant
      shall acquire 100% of the issued and outstanding capital stock of Likang
      Biological in exchange for ¥2,000,000 RMB and 500,000 restricted shares of
      Linkwell Corporation authorized but unissued Common Stock as set forth
      below (the “Exchange”); and (ii) the Exchange shall qualify as a
      transaction in securities exempt from registration or qualification under
      the Securities Act of 1933, as amende , (the “Act”) and under the
      applicable securities laws of the state or jurisdiction where the
      Shareholders reside.

            


    

     

    
      	
              E.

            	
              This
      Agreement amends and restates in its entirety the stock purchase
      agreement, dated April 6, 2007, by and among Linkwell, Linkwell Tech,
      Likang Biological, Xuelian Bian and Likang Pharmaceutical whereby Linkwell
      Tech agreed to acquire a 100% equity interest in Likang Biological, as
      amended on March 28, 2008.

            


    

     

    NOW,
THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties contained in this Agreement, the
parties hereto agree as follows:

     

    SECTION
1. EXCHANGE OF SHARES

     

    1.1
Exchange of Shares. Likang Biological and the Shareholders hereby agree
that the Shareholders shall, on the Closing Date of March 5, 2009, exchange
100% of their issued and outstanding shares of the capital stock of Likang
Biological (the “Biological Shares”) for ¥2,000,000 RMB and 500,000 newly issued
shares of Linkwell Corp. Common Stock, $.001 par value (the “Linkwell
Shares”).

     

    1.2
Delivery of Shares. On the Closing Date, the Shareholders will deliver to
Likang Disinfectant the certificates representing 100% of the
Biological Shares, duly endorsed (or with executed stock powers) so as to
make Likang Disinfectant the 100% owner of Likang Biological and Likang
Disinfectant shall deliver to the Shareholders or its nominee the Linkwell
Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3
Investment Intent. The 500,000 newly issued shares of Linkwell common
stock
have not been registered under the Securities Act of 1933, as amended, and
may not be resold unless the Linkwell Shares are registered under the Act
or an exemption from such registration is available. The
Shareholders represent and warrant that they are acquiring the Linkwell
Shares for their own account, for investment, and not with a view to the
sale or distribution of such Shares. Each certificate representing the
Linkwell Shares will have a legend thereon incorporating language as
follows:

     

    “The
shares represented by this certificate have not been

    registered
under the Securities Act of 1933, as amended (the

    “Act”).
The shares have been acquired for investment and may

    not be
sold or transferred in the absence of an effective

    Registration
Statement for the shares under the Act unless in

    the
opinion of counsel satisfactory to Linkwell Corporation,

    registration
is not required under the Act.”

     

    1.4.
Conditions Precedent. Completion of the Exchange shall be conditional upon
(a) the Shareholders completing a review of the financial, trading and
legal position of Likang Biological; (b) Likang Biological has obtained all
the necessary consent, authorization and approval from the
relevant regulatory authorities, its board of directors and/or its
shareholders.

     

    SECTION
2. REPRESENTATIONS AND WARRANTIES OF LIKANG BIOLOGICAL AND THE
SHAREHOLDERS

     

    Likang
Biological and the Shareholders hereby represent and warrant
as follows:

     

    2.1
Organization and Good Standing; Ownership of Shares. Likang Biological is a
corporation duly organized, validly existing and in good standing under the
laws of China, and is entitled to own or lease its properties and to carry
on its business as and in the places where such properties are now owned,
leased or operated and such business is now conducted. Likang Biological is
duly licensed or qualified and in good standing as a Chinese company
where the character of the properties owned by it or the nature of the
business transacted by it make such licenses or qualifications necessary.
There are no outstanding subscriptions, rights, options, warrants or other
agreements obligating either Likang Biological or the Shareholders to
issue, sell or transfer any stock or other securities of Likang Biological.
Likang Biological does not have any subsidiaries.

     

    2.2
Ownership of Capital Stock. The Shareholders are the beneficial owners of
record and beneficially of 100% of the shares of capital stock of Likang
Biological, all of which shares are free and clear of all rights,
claims, liens and encumbrances, and have not been sold, pledged, assigned
or otherwise transferred except pursuant to this Agreement.

     

    2.3
Financial Statements, Books and Records. There has been
previously delivered to Linkwell the unaudited balance sheet of Likang
Biological as of December 31, 2008
(the “Balance Sheet”). The Balance Sheet is true and accurate and fairly
represents the financial position of Likang Biological as at such date, and
has been prepared in accordance with generally accepted
accounting principles consistently applied.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4 No
Material Adverse Changes. Since the date of the Balance Sheet on
December 31, 2008 there has not been:

     

    (i) any
material adverse change in the assets, operations, condition (financial or
otherwise) or prospective business of Likang Biological;

     

    (ii) any
damage, destruction or loss materially affecting the assets, prospective
business, operations or condition (financial or otherwise) of Likang
Biological, whether or not covered by insurance;

     

    (iii) any
declaration, setting aside or payment of any dividend or distribution with
respect to any redemption or repurchase of Likang Biological capital
stock;

     

    (iv) any
sale of an asset (other than in the ordinary course of business) or any
mortgage or pledge by Likang Biological of any properties or assets;
or

     

    (v)
adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.

     

    2.5
Taxes. Likang Biological has prepared and filed all appropriate tax returns
for all periods prior to and through the date hereof for which any
such returns have been required to be filed by it and has paid all taxes
shown to be due by said returns or on any assessments received by it or has
made adequate provision for the payment thereof.

     

    2.6
Compliance with Laws. Likang Biological has complied with all federal,
state, county and local laws, ordinances, regulations, inspections, orders,
judgments, injunctions, awards or decrees applicable to it or its business
which, if not complied with, would materially and adversely affect
the business of Likang Biological.

     

    2.7 No
Breach. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will
not:

     

    (i)
violate any provision of the Articles of Incorporation or By-Laws of Likang
Biological;

     

    (ii)
violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of
time or both constitute) a default under, any contract or other agreement
to which Likang Biological is a party or by or to which it or any of its
assets or properties may be bound or subject;

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iii)
violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon,
Likang Biological, or upon the properties or business of Likang Biological;
or

     

    (iv)
violate any statute, law or regulation of any jurisdiction applicable to
the transactions contemplated herein which could have a materially adverse
effect on the business or operations of Likang Biological.

     

    2.8
Actions and Proceedings. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or
regulatory body or arbitration tribunal against or involving Likang
Biological.

     

    2.9
Brokers or Finders. No broker’s or finder’s fee will be payable by Likang
Biological in connection with the transactions contemplated by
this Agreement, nor will any such fee be incurred as a result of any
actions by Likang Biological or the Shareholders.

     

    2.10 Real
Estate. Likang Biological neither owns real property nor is a party to any
leasehold agreement.

     

    2.11
Tangible Assets. Likang Biological has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures,
vehicles, structures, owned or leased by Likang Biological, any related
capitalized items or other tangible property material to the business of
Likang Biological (the “Tangible Assets”). Likang Biological holds all
rights, title and interest in all the Tangible Assets owned by it on the
Balance Sheet or acquired by it after the date of the Balance Sheet, free
and clear of all liens, pledges, mortgages, security interests, conditional
sales contracts or any other encumbrances. All of the Tangible Assets are
in good operating condition and repair taking into account the age of the
tangible assets and subject to fair wear and tear, and are usable in the
ordinary course of business of Likang Biological and conform to all
applicable laws, ordinances and governmental orders, rules and regulations
relating to their construction and operation.

     

    2.12
Liabilities. Likang Biological does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation
or responsibility, known or unknown, fixed or unfixed, liquidated or
unliquidated, secured or unsecured, accrued or absolute, contingent or
otherwise, including, without limitation, any liability on account of
taxes, any other governmental charge or lawsuit (all of the foregoing
collectively defined to as “Liabilities”), which were not fully, fairly and
adequately reflected on the Balance Sheet. As of the Closing Date, Likang
Biological will not have any Liabilities, other than Liabilities fully and
adequately reflected on the Balance Sheet, except for Liabilities incurred
in the ordinary course of business.

     

    2.13
Operations of Likang Biological. From the date of the Balance Sheet on Dec
31, 2008 and through the Closing Date on March 5, 2009 hereof Likang
Biological has not and will not have:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)
incurred any indebtedness for borrowed money;

     

    (ii)
declared or paid any dividend or declared or made any distribution of any
kind to any shareholder, or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its capital
stock;

     

    (iii)
made any loan or advance to any shareholder, officer, director, employee,
consultant, agent or other representative or made any other loan or advance
otherwise than in the ordinary course of business;

     

    (iv)
except in the ordinary course of business, incurred or assumed any
indebtedness or liability (whether or not currently due
and payable);

     

    (v)
disposed of any assets of Likang Biological except in the ordinary course
of business;

     

    (vi)
materially increased the annual rate of compensation of any executive
employee of Likang Biological;

     

    (vii)
increased, terminated, amended or otherwise modified any plan for the
benefit of employees of Likang Biological;

     

    (viii)
issued any equity securities or rights to acquire such equity securities;
or

     

    (ix)
except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.

     

    2.14
Capitalization. Likang Biological has registered (Y)2 million in capital.
Neither Likang Biological nor the Shareholder has granted, issued or agreed
to grant, issue or make available any warrants, options,
subscription rights or any other commitments of any character relating to
the issued or unissued shares of capital stock of Likang Biological except
the Exchange pursuant to this Agreement.

     

    2.15 Full
Disclosure. No representation or warranty by Likang Biological or the
Shareholders in this Agreement or in any document or schedule to be
delivered by them pursuant hereto, and no written statement, certificate or
instrument furnished or to be furnished to Likang Biological pursuant
hereto or in connection with the negotiation, execution or performance of
this Agreement, contains or will contain any untrue statement of a material
fact or omits or will omit to state any fact necessary to make any
statement herein or therein not materially misleading or necessary to a
complete and correct presentation of all material aspects of the businesses
of Likang Biological.

     

    2.16
Representations and Warranties on Closing Date. The representations and
warranties contained in this Section 2 shall be true and complete on the
Closing Date on March 5, 2009 with the same force and effect as though such
representations and warranties had been made on and as of the Closing
Date.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
3. REPRESENTATIONS AND WARRANTIES OF Likang Disinfectant

     

    Likang
Disinfectant hereby represents and warrants to Likang Biological and the
Shareholders as follows:

     

    3.1
Organization and Good Standing. Likang Disinfectant is a corporation,
duly organized, validly existing and in good standing under the laws of
China, and is the wholly owned subsidiary of Linkwell Tech Group, Inc. a
Florida corporation. Linkwell Tech is entitled to own or lease its
properties and to carry on its business as and in the places where such
properties are now owned, leased or operated and such business is now
conducted. Linkwell Tech is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.

     

    3.2 The
Linkwell Shares. The Linkwell Shares to be issued to the Shareholders have
been or will have been duly authorized by all necessary corporate and
stockholder actions and, when so issued in accordance with the terms of
this Agreement, will be validly issued, fully paid and
non-assessable.

     

    3.3
Financial Statements; Books and Records. There has been
previously delivered to Likang Biological, the audited balance sheet of
Likang Disinfectant as of December 31, 2008 (the “Balance Sheets”) and the
related statements of operations for the periods then ended (the “Financial
Statements”). The Financial Statements are true and accurate and fairly
represent the financial position of Likang Disinfectant as at such dates
and the results of its operations for the periods then ended, and have been
prepared in accordance with generally accepted accounting
principles consistently applied.

     

    3.4 No
Material Adverse Changes. Since the date of the Linkwell Balance Sheet
on December 31, 2008, there has not been:

     

    (i) any
material adverse change in the assets, operations, condition (financial or
otherwise) or prospective business of Likang Disinfectant;

     

    (ii) any
damage, destruction or loss materially affecting the assets, prospective
business, operations or condition (financial or otherwise) of Likang
Disinfectant, whether or not covered by insurance;

     

    (iii) any
declaration, setting aside or payment of any dividend or distribution with
respect to any redemption or repurchase of Likang Disinfectant ‘s capital
stock;

     

    (iv) any
sale of an asset (other than in the ordinary course of business) or any
mortgage or pledge by Likang Disinfectant or Linkwell of any properties or
assets; or

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (v)
adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.

     

    3.5
Taxes. Likang Disinfectant and Linkwell have prepared and filed
all appropriate tax returns for all periods prior to and through the date
hereof for which any such returns have been required to be filed by it and
have paid all taxes shown to be due by said returns or on any assessments
received by it or have made adequate provision for the payment
thereof.

     

    3.6
Compliance with Laws. Likang Disinfectant has complied with all
federal, state, county and local laws, ordinances, regulations,
inspections, orders, judgments, injunctions, awards or decrees applicable
to it or its business which, if not complied with, would materially and
adversely affect the business of Likang Disinfectant.

     

    3.7 No
Breach. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will not:

     

    (i)
violate any provision of the Articles of Incorporation or By-Laws of Likang
Disinfectant;

     

    (ii)
violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of
time or both constitute) a default under, any contract or other agreement
to which Likang Disinfectant is a party or by or to which it or any of its
assets or properties may be bound or subject;

     

    (iii)
violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon,
Likang Disinfectant or upon the properties or business of Likang Disinfectant;
or

     

    (iv)
violate any statute, law or regulation of any jurisdiction applicable to
the transactions contemplated herein which could have a material adverse
effect on the business or operations of Likang Disinfectant.

     

    3.8
Actions and Proceedings. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or
regulatory body or arbitration tribunal against or involving Likang
Disinfectant.

     

    3.9
Brokers or Finders. No broker’s or finder’s fee will be payable by Likang
Disinfectant in connection with the transactions contemplated by
this agreement, nor will any such fee be incurred as a result of any
actions by Likang Disinfectant.

     

    3.10
Assets Likang Disinfectant has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures,
vehicles, structures, owned or leased by Likang Disinfectant, any related
capitalized items or other tangible property material to the business of
Likang Disinfectant (the “Tangible Assets”). Likang Disinfectant holds all
rights, title and interest in all the Tangible Assets owned by it on
the
Balance Sheet or acquired by it after the date of the Balance Sheet, free
and clear of all liens, pledges, mortgages, security interests, conditional
sales contracts or any other encumbrances. All of the Tangible Assets are
in good operating condition and repair taking into account the age of the
tangible assets and subject to fair wear and tear, and are usable in the
ordinary course of business of Likang Disinfectant and conform to
all applicable laws, ordinances and governmental orders, rules and
regulations relating to their construction and operation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.11
Liabilities. Likang Disinfectant does not have any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, known or unknown, fixed or unfixed,
liquidated or unliquidated, secured or unsecured, accrued or absolute,
contingent or otherwise, including, without limitation, any liability on
account of taxes, any other governmental charge or lawsuit (all of the
foregoing collectively defined to as “Liabilities”), which were not fully,
fairly and adequately reflected on the Balance Sheet. As of the Closing
Date, Likang Disinfectant will not have any Liabilities, other than
Liabilities fully and adequately reflected on the Likang Disinfectant
Balance Sheet or Linkwell balance sheet dated December 31, 2008, except for
Liabilities incurred in the ordinary course of business.

     

    3.12
Operations of Likang Disinfectant. Except as set forth on Schedule
3.12

     

    (i)
incurred any indebtedness for borrowed money;

     

    (ii)
declared or paid any dividend or declared or made any distribution of any
kind to any shareholder, or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its capital
stock;

     

    (iii)
made any loan or advance to any shareholder, officer, director, employee,
consultant, agent or other representative or made any other loan or advance
otherwise than in the ordinary course of business;

     

    (iv)
except in the ordinary course of business, incurred or assumed any
liability (whether or not currently due and payable);

     

    (v)
disposed of any assets of Linkwell Tech except in the ordinary course of
business;

     

    (vi)
materially increased the annual level of compensation of any executive
employee of Likang Disinfectant;

     

    (vii)
increased, terminated amended or otherwise modified any plan for the
benefit of employees of Likang Disinfectant;

     

    (viii)
issued any equity securities or rights to acquire such equity securities;
or

     

    (ix)
except in the ordinary course of business, entered into or modified any
contract,
agreement or transaction.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.13
Authority to Execute and Perform Agreements. Likang Disinfectant has
the full legal right and power and all authority and approval required to
enter into, execute and deliver this Agreement and to perform fully their
obligations hereunder. This Agreement has been duly executed and delivered
and is the valid and binding obligation of Likang Disinfectant, enforceable
in accordance with its terms, except as may be limited by bankruptcy,
moratorium, insolvency or other similar laws generally affecting the
enforcement of creditors’ rights. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
the performance by Likang Disinfectant of this Agreement, in accordance
with its respective terms and conditions will not:

     

    (i)
require the approval or consent of any governmental or regulatory body, the
Stockholders of Likang Disinfectant, or the approval or consent of any
other person;

     

    (ii)
conflict with or result in any breach or violation of any of the terms and
conditions of, or constitute (or with any notice or lapse of time or both
would constitute) a default under, any order, judgment or decree applicable
to Likang Disinfectant, or any instrument, contract or other agreement
to which Likang Disinfectant is a party or by or to which Likang
Disinfectant is bound or subject; or

     

    (iii)
result in the creation of any lien or other encumbrance on the assets or
properties of Likang Disinfectant.

     

    3.14
Delivery of Periodic Reports; Likang Disinfectant has provided Likang Biological
and the Shareholders with financial statements. All reports filed pursuant
to such Act are complete and correct in all material respects. All material
contracts relative to Linkwell are included in the Periodic Reports. All
material contracts and commitments for the provision or receipt of services
or involving any obligation on the part of Likang Disinfectant are included
as exhibits to such periodic reports or are listed on Schedule 3.14
hereto.

     

    3.16 Full
Disclosure. No representation or warranty by Likang Disinfectant in this
Agreement or in any document or schedule to be delivered by it
pursuant hereto, and no written statement, certificate or instrument
furnished or to be furnished to Likang Biological or the Shareholders
pursuant hereto or in connection with the execution or performance of this
Agreement contains or will contain any untrue statement of a material fact
or omits or will omit to state any fact necessary to make any statement
herein or therein not materially misleading or necessary to a complete and
correct presentation of all material aspects of the business of Likang
Disinfectant.

     

    3.17
Representations and Warranties on Closing Date. The representations and
warranties contained in this Section 3 shall be true and complete on the
Closing Date with the same force and effect as through such representations
and warranties had been made on December 31, 2008 and as of the Closing
Date on March 5, 2009.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
4. COVENANTS OF COMPANY AND SHAREHOLDERS

     

    Likang
Biological and the Shareholders covenant to Likang Disinfectant
as follows:

     

    4.1
Conduct of Business. From the date hereof through the Closing Date, the
Shareholders and Likang Biological shall conduct its business in
the ordinary course.

     

    4.2
Preservation of Business. Through the Closing Date, the Shareholders and
Likang Biological shall use its best efforts to preserve its business
organization intact, keep available the services of its present employees,
consultants and agents, maintain its present suppliers and customers and
preserve its goodwill.

     

    4.3
Litigation. Likang Biological shall promptly notify Likang Disinfectant of
any lawsuits, claims, proceedings or investigations which after the
date hereof are threatened or commenced against Likang Biological or
against any officer, director, employee, consultant, agent, shareholders or
other representative with respect to the affairs of Likang
Biological.

     

    4.4
Continued Effectiveness of Representations and Warranties. From the date
hereof through the Closing Date, the Shareholders and Likang
Biological shall conduct its business in such a manner so that the
representations and warranties contained in Section 2 shall continue to be
true and correct on and as of the Closing Date and as if made on and as of
the Closing Date, and shall:

     

    (i)
promptly give notice to Likang Disinfectant of any event, condition or
circumstance occurring from the date hereof through the Closing Date which
would render any of the representations or warranties materially untrue,
incomplete, insufficient or constitute a violation or breach of
this Agreement; and

     

    (ii)
supplement the information contained herein in order that the information
contained herein is kept current, complete and accurate in all material
respects.

     

    SECTION
5. COVENANTS OF Likang Disinfectant

     

    Likang
Disinfectant covenants to Likang Biological and the Shareholders
as follows:

     

    5.1
Conduct of Business. From the date hereof through the Closing Date, Likang
Disinfectant shall conduct its business in the ordinary course and, without
the prior written consent of Likang Disinfectant, shall ensure that Likang
Disinfectant does not undertake any of the actions specified in Section
3.12 hereof.

     

    5.2
Preservation of Business. From the date hereof through the Closing Date,
Likang
Disinfectant shall preserve its business organization intact and use its
best efforts to preserve Likang Disinfectant goodwill.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.3
Litigation. Likang Disinfectant shall promptly notify Likang Biological of
any lawsuits, claims, proceedings or investigations that after the date
hereof are threatened or commenced against Likang Disinfectant or against
any officer, director, employee, consultant, agent, or stockholder with
respect to the affairs of Likang Disinfectant.

     

    5.4
Continued Effectiveness of Representations and Warranties. From the date
hereof through the Closing Date, Likang Disinfectant shall conduct its business
in such a manner so that the representations and warranties contained in
Section 3 shall continue to be true and correct on and as of the Closing
Date and as if made on and as of the Closing Date, and shall:

     

    (i)
promptly give notice to Likang Disinfectant of any event, condition or
circumstance occurring from the date hereof through the Closing Date
which would render any of the representations or warranties materially
untrue, incomplete, insufficient or constitute a violation or breach of
this Agreement; and

     

    (ii)
supplement the information contained herein in order that the information
contained herein is kept current, complete and accurate in all material
respects.

     

    5.5 No
Other Negotiations. From the date hereof until the earlier of the
termination of this Agreement or consummation of this agreement, Likang
Disinfectant will not permit and will not authorize any officer or director
of Likang Disinfectant or any other person on its behalf to, directly or
indirectly, solicit, encourage, negotiate or accept any offer from any
party concerning the possible disposition of all or any substantial portion
of the capital stock by merger, sale or any other means or any other
transaction that would involve a change in control of Likang Disinfectant,
or any transaction in which Likang Disinfectant contemplates issuing equity
or debt securities.

     

    SECTION
6. COVENANTS

     

    6.1
Corporate Examinations and Investigations. Prior to the Closing Date, the
parties acknowledge that they have been entitled, through their employees
and representatives, to make such investigation of the assets, properties,
business and operations, books, records and financial condition of the
other as they each may reasonably require. No investigation by a
party hereto shall, however, diminish or waive in any way any of the
representations, warranties, covenants or agreements of the other party
under this Agreement.

     

    6.2
Expenses. Each party hereto agrees to pay its own costs and expenses
incurred in negotiating this Agreement and consummating the transactions
described herein.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.3
Further Assurances. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required
or desirable to carry out the provisions hereof and the transactions
contemplated hereby. Each such party shall use its best efforts to fulfill
or obtain the fulfillment of the conditions to the Closing on March 5,
2009, including, without limitation, the execution and delivery of any
documents or other papers, the execution and delivery of which are
necessary or appropriate to the Closing.

     

    6.4
Confidentiality. In the event the transactions contemplated by
this Agreement are not consummated, each of the parties hereto agree to
keep confidential any information disclosed to each other in connection
therewith for a period of one (1) year from the date hereof; provided,
however, such obligation shall not apply to information which:

     

    (i) at
the time of disclosure was public knowledge;

     

    (ii)
after the time of disclosure becomes public knowledge (except due to the
action of the receiving party);

     

    (iii) the
receiving party had within its possession at the time of
disclosure.

     

    (iv) the
disclosure of which is required by law, the SEC or other
competent authority;

     

    (v) which
at the time of disclosure by one party written consents have been obtained
from the other parties.

     

    SECTION
7. CONDITIONS PRECEDENT TO THE OBLIGATION OF LIKANG BIOLOGICAL TO
CLOSE

     

    The
obligation of Likang Biological to enter into and complete the Agreement is
subject, at the option of Likang Biological, to the fulfillment on or prior
to the Closing Date of the following conditions, any one or more of which
may be waived by Likang Biological in writing.

     

    7.1
Representations and Covenants. The representations and warranties of Likang
Biological and the Shareholders contained in this Agreement shall be true
in all material respects on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date. Likang
Biological and the Shareholders shall have performed and complied in all
material respects with all covenants and agreements required by this
Agreement to be performed or complied with by Likang Biological and the
Shareholders on or prior to the Closing Date. Likang Biological and the
Shareholders shall have delivered to Likang Disinfectant, if requested, a
certificate, dated the Closing Date, to the foregoing effect.

     

    7.2
Governmental Permits and Approvals; Corporate Resolutions. Any and all
permits and approvals from any governmental or regulatory body required
for the lawful
consummation of the Closing shall have been obtained. The Board
of Directors of Likang Biological shall have approved the transactions
contemplated by this Agreement and Likang Biological shall have delivered
to Likang Disinfectant, if requested by Likang Disinfectant, resolutions by
its Board of Directors, certified by the Secretary of Likang Biological,
authorizing the transactions contemplated by this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.3
Satisfactory Business Review. Likang Biological shall have satisfied
itself, after Likang Disinfectant and its representatives have completed
the review of the business of Likang Biological contemplated by this
Agreement, that none of the information revealed thereby or in the Balance
Sheet has resulted in, or in the reasonable opinion of Likang Disinfectant
may result in, a material adverse change in the assets, properties,
business, operations or condition (financial or otherwise) of Likang
Biological.

     

    7.4
Certificate of Good Standing. Likang Biological shall receive a certificate
of good standing dated 10 business days after the Closing Date to the
effect that Likang Biological is in good standing under the laws of
its jurisdictions of incorporation.

     

    7.5 Stock
Certificates: At the Closing, the Shareholders will deliver the
certificates representing the Biological Shares, duly endorsed (or
with executed stock powers) so as to make Likang Disinfectant the 100%
owner thereof within 10 business days.

     

    7.6 Other
Documents. Likang Biological and the Shareholders shall have delivered such
other documents, instruments and certificates, if any, as are required to
be delivered pursuant to the provisions of this Agreement or which may be
reasonably requested in furtherance of the provisions of this
Agreement.

     

    SECTION
8. CONDITIONS PRECEDENT TO THE OBLIGATION OF LIKANG BIOLOCIGAL AND SHAREHOLDERS
TO CLOSE

     

    The
obligation of Likang Biological and the Shareholders to enter into and
complete the agreement is subject, at the option of Likang Biological
and the Shareholders, to the fulfillment on or prior to the Closing Date of
the following conditions, any one or more of which may be waived in writing
by Likang Disinfectant.

     

    8.1
Representations and Covenants. The representations and warranties of Likang
Disinfectant contained in this Agreement shall be true in all
material respects on the Closing Date with the same force and effect as
though made on and as of the Closing Date. Likang Disinfectant shall have
performed and complied with all covenants and agreements required by the
Agreement to be performed or complied with by Likang Disinfectant on or
prior to the Closing Date. Likang Disinfectant will deliver to Likang Biological
and the Shareholders, if requested, a certificate, dated the Closing Date
and signed by an executive officer of Likang Disinfectant, to the foregoing
effect within 10 business days after the closing.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.2
Governmental Permits and Approvals; Corporate Resolutions. Any and all
permits and approvals from any governmental or regulatory body required
for the lawful consummation of the Agreement shall have been obtained. The
Board of Directors of Likang Disinfectant shall have approved the
transactions contemplated by this Agreement, and Likang Disinfectant will
deliver to Shareholders, if requested, resolutions by their Board of
Directors certified by the Secretary of Likang Disinfectant authorizing the
transactions contemplated by this Agreement within 10 business days
after the closing.

     

    8.3 Third
Party Consents. All consents, permits and approvals from parties to any
contracts, loan agreements or other agreements with Likang Disinfectant which
may be required in connection with the performance by Likang Disinfectant of
their obligations under such contracts or other agreements after the
Closing shall have been obtained.

     

    8.4
Satisfactory Business Review. Likang Biological and the Shareholders shall
have satisfied themselves, after Likang Biological, the Shareholders and
their representatives and advisers have completed the review of business of
Likang Disinfectant and the information provided hereby or in
connection herewith, or following any discussions with management or
representatives of Likang Disinfectant that none of the information
revealed thereby has resulted in or in the reasonable opinion of Likang
Disinfectant may result in a material adverse change in the assets,
properties, business, operations or condition (financial or otherwise) of
Likang Disinfectant.

     

    8.5
Litigation. No action, suit or proceeding shall have been instituted before
any court or governmental or regulatory body or instituted or threatened by
any governmental or regulatory body to restrain, modify or prevent the
carrying out of the transactions contemplated hereby or to seek damages or
a discovery order in connection with such transactions, or which has or may
in the reasonable opinion of Likang Biological and the Shareholders, have a
materially adverse effect on the assets, properties, business, operations
or condition (financial or otherwise) of Linkwell.

     

    8.6
Certificate of Good Standing. Likang Biological and the Shareholders shall
receive a certificate of good standing within 10 business days after the
Closing Date to the effect that Likang Disinfectant is in good
standing under the laws of its jurisdictions of incorporation.

     

    8.7 Stock
Certificates. At the Closing, the Shareholders shall receive certificates
representing the Linkwell Shares to be received pursuant hereto and subject
to the conditions previously described within 10 business days.

     

    8.8 Other
Documents. Likang Disinfectant shall have delivered such other instruments,
documents and certificates, if any, as are required to be
delivered pursuant to the provisions of this Agreement or which may be
reasonably requested in furtherance of the provisions of this
Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
9. INDEMNIFICATION

     

    9.1
Obligation of Linkwell to Indemnify. Subject to the limitations on the
survival of representations and warranties contained in Section 9, Likang
Disinfectant hereby agrees to indemnify, defend and hold harmless Likang
Biological and the Shareholders from and against any losses, liabilities,
damages, deficiencies, costs or expenses (including interest, penalties and
reasonable attorneys’ fees and disbursements) (a “Loss”) based upon,
arising out of or otherwise due to any inaccuracy in or any breach of any
representation, warranty, covenant or agreement of Likang Biological
contained in this Agreement or in any document or other writing delivered
pursuant to this Agreement.

     

    9.2
Obligation of Likang Biological and the Shareholders to Indemnify.
Subject to the limitations on the survival of representations and
warranties contained in Section 10, Likang Biological and the Shareholders
agree to indemnify, defend and hold harmless Likang Disinfectant from and
against any Loss, based upon, arising out of or otherwise due to any
inaccuracy in or any breach of any representation, warranty, covenant or
agreement made by any of them and contained in this Agreement or in any
document or other writing delivered pursuant to
this Agreement.

     

    SECTION
10. THE CLOSING

     

    The
Closing shall take place not later than March 5, 2009. At the Closing, the
parties shall provide each other with such documents as may be necessary or
appropriate in order to consummate the transactions contemplated hereby
including evidence of due authorization of the Agreement and
the transactions contemplated hereby.

     

    SECTION
11. MISCELLANEOUS

     

    11.1
Waivers. The waiver of a breach of this Agreement or the failure of any
party hereto to exercise any right under this Agreement shall in no
event constitute waiver as to any future breach whether similar or
dissimilar in nature or as to the exercise of any further right under this
Agreement.

     

    11.2
Amendment. This Agreement may be amended or modified only by an instrument
of equal formality signed by the parties or the duly
authorized representatives of the respective parties.

     

    11.3 
Assignment. This Agreement is not assignable except by operation of
law.

     

    11.4 
Notices. Until otherwise specified in writing, the mailing addresses
of both parties of this Agreement shall be as follows:

     

    The
Likang Disinfectant

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Shanghai
Likang Disinfectant Hi-Tech Co.,Lte

    476 Hutai
Branch Road, Baoshan District, Shanghai (200436)

     

    The
Shareholders:

     

    Xue Lian,
Bian

    476 Hutai
Branch Road, Baoshan District, Shanghai (200436).

     

    Shanghai
LiKang Pharmaceutical Technology Co., Ltd.

    Rm.704,
11 Guotai Road, Yangpu District, Shanghai (200433)

     

    Likang
Biological:

     

    Shanghai
Likang Biological High-Tech Company, Ltd.

    1104 Jiatang
Road, Jiading District, Shanghai (201807)

     

    Any
notice or statement given under this Agreement shall be deemed to have
been given if sent by registered mail addressed to the other party at the
address indicated above or at such other address that shall have been
furnished in writing to the addressor.

     

    11.5
Governing Law. This Agreement shall be construed, and the legal relations
be the parties determined, in accordance with the laws of the State
of Florida, thereby precluding any choice of law rules which may direct
the applicable of the laws of any other jurisdiction.

     

    11.6
Publicity. No publicity release or announcement concerning this Agreement
or the transactions contemplated hereby shall be issued by either party
hereto at any time from the signing hereof without advance approval
in writing of the form and substance thereof by the other party except as
required to stay in compliance with the Linkwell Corporation reporting
obligations under the Securities Exchange Act of 1934.

     

    11.7
Entire Agreement. This Agreement and the collateral agreements executed in
connection with the consummation of the transactions contemplated herein
contain the entire agreement among the parties with respect to the purchase
and issuance of the Biological Shares and the Linkwell Shares and related
transactions, and supersede all prior agreements, written or oral,
with respect thereto.

     

    11.8
Headings. The headings in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.

     

    11.9
Severability of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or
other provision of this Agreement shall in no way affect the validity or
enforcement of any other provision or any part thereof.

     

    11.10
Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed, shall constitute an original copy hereof,
but all of which together shall consider but one and the same
document.

     

    [Signature
Page Follows]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.

     

    Linkwell
Corporation

     

     

    By: 
/s/ Xuelian Bian 

      
        

      

    

    Name: Xuelian
Bian

    Its: Chairman

     

     

    Linkwell
Tech Group, Inc.

     

     

    By: 
/s/ Wei Guan 

      
        

      

    

    Name: Wei
Guan

    Its: Director

     

     

    Shanghai
Likang Biological High-Tech Company, Ltd.

     

     

    By: 
/s/  Xuelian Bian 

      
        

      

    

    Name:
Xuelian Bian

    Its:
President

     

     

    Shanghai
Likang Disinfectant Hi-Tech Co.,Ltd

     

     

    By: 
/s/  Wensheng Sun 

      
        

      

    

    Name:
Wensheng Sun

    Its:
President

     

     

    Shareholders

     

     

    By: 
/s/ Xuelian Bian 

      
        

      

    

    Name:
Xuelian Bian

     

     

    Shanghai
Likang Pharmaceutical Technology Co., Ltd.

     

     

    By: 
/s/  Bing Chen 

      
        

      

    

    Name:
Bing Chen

    Its:
President