Exhibit 101.


    
      EXHIBIT
        10.1

       

      Reorganization
        Agreement

       

      January
        19, 2006

       

      This
        Reorganization Agreement is entered between Yangling Daiying Biotech &
Pharmaceutical Group Co., Ltd (Yangling) and Hunan Hua Yang Pharmaceutical
        Co.,
        Ltd (used to be named “Hunan Changde Huaan Pharmaceutical Co., Ltd”)(Hua Yang
        Pharmaceuticals) and its shareholders Aibin Chen and Zhuobin Li (Shareholders
        of
        Hua Yang Pharmaceuticals). 

       

      Yangling
        Daiying Biotech & Pharmaceutical Group Co., Ltd (Yangling), a corporation
        registered at Shaanxi Province, located at #10 Tai Cheng South Rd., Yangling
        High-tech Demonstration Zone, Shaanxi, P.R. China. The legal representative
        of
        Yangling is Wenxia Guo. 

       

      Hunan
        Hua Yang Pharmaceutical Co., Ltd (Hua Yang Pharmaceuticals), a company
        registered at Hunan Province, located at An Xiang Industrial Park, An Xian
        County, Hunan, P.R. China. The legal representative of Hua Yang Pharmaceuticals
        is: Aibin Chen.

       

      In
        order
        to optimize company’s resources, promote the cross-province development, satisfy
        the requirements of the market, Yangling and Hua Yang Pharmaceuticals would
        like
        to reorganize subject to terms and conditions hereunder after carefully
        considering the advantages of the two parties:

       

      	1.  	
              Yangling
                and Hua Yang Pharmaceuticals agree to reorganize with the other party
                based on the principles of equality, free-will and mutual benefit.
                The
                Agreement shall be construed in accordance with the laws of People’s
                Republic of China. Aibin Chen is the legal representative of Hua
                Yang
                Pharmaceuticals and has been fully authorized to sign this agreement
                by
                all the shareholders of Hua Yang Pharmaceuticals.
                

            


       

      	2.  	
              Yangling
                and Hua Yang Pharmaceuticals have acknowledged that the solid assets
                of
                Hua Yang Pharmaceuticals are 7,829,400 Ren Min Bi (RMB). The accurate
                number needs to be confirmed by the auditing report from international
                accounting firm.

            


       

      	3.  	
              Yangling
                shall grant 482,800 shares of common stocks of Worldwide Biotech
&
                Pharmaceutical Company (WWBP) which worth 3,992,800 RMB, to acquire
                51%
                total shares of Hua Yang Pharmaceuticals, the share price of the
                WWBP’s
                common stocks is $1 per share, the exchange rate for RMB is $1 US
                for 8.27
                RMB based on the foreign exchange rate on December 31, 2004.
                

            


       

      After
        the
        reorganization, the capital structure of Hua Yang Pharmaceuticals is: Yangling
        controls 51% total shares of Hua Yang Pharmaceuticals, Aibin Chen controls
        34%
        total shares of Hua Yang Pharmaceuticals and Zhuobin Li controls 15% total
        shares of Hua Yang Pharmaceuticals.

       

      	4.  	
              With
                the cooperation of Hua Yang Pharmaceuticals, it’s the responsibility of
                Yangling to grant newly issued 482,800 shares of WWBP’s common stocks to
                the Shareholders of Hua Yang Pharmaceuticals, in which: 337,960 shares
                shall be granted to Aibin Chen and 144,840 shall be granted to Zhuobin
                Li.

            


       

      	5.  	
              Shareholders
                of Hua Yang Pharmaceuticals acknowledge that there’s no any undisclosed
                debt, obligations, capital lost, any ongoing lawsuit and potential
                lawsuit
                against Hua Yang Pharmaceuticals, otherwise, Shareholders of Hua
                Yang
                Pharmaceuticals shall undertake all responsibilities.
                

            


       

      	6.  	
              Shareholders
                of Hua Yang Pharmaceuticals shall assist Yangling to complete all
                the
                process or Business registration, Taxation, Registration at State
                Food and
                Drug Administration, Intellectual Property, trademark and any other
                related legal issues of reorganized company.


            


       

      	7.  	
              The
                company after reorganization shall hire international accounting
                firm to
                audit financials of Hua Yang Pharmaceuticals. Shareholders of Hua
                Yang
                Pharmaceuticals shall assist international auditing company to finish
                the
                auditing work for the previous accounting
                period.

            


       

      	8.  	
              Yangling
                has the right to assign the legal representative for the Board of
                Directors of the reorganized company. 

            


       

      	9.  	
              The
                reorganized company shall be governed by Chinese Corporation Law
                and the
                Article of Corporation, operation activities shall under the supervision,
                instruction and inspection of Yangling. 

            


       

      	10.  	
              When
                the reorganization transaction is closed, the two parties shall
                cooperation with each other to finish the alteration process of
                reorganized company and hire international accounting firm to auditing
                the
                financials. 

            


       

      	11.  	
              The
                Agreement can be amended by the amended agreement signed by both
                parties.

            


       

      	12.  	
              Breaches
                of the agreement: If there’s any party breaches any terms of the
                agreement, the other party have the right to terminate the contract
                and
                request for compensation of all related damages, any disputes shall
                be
                resolved through arbitration or legal proceedings. The
                contract is governed by Chinese law and under the jurisdiction of
                the
                court in Xi’an.

            


       

      	13.  	
              The
                Agreement is executed in six of counterparts, each party hold two
                copies
                and the other two copies were back up at the related
                authorities.

            


       

       

      Yangling
        Daiying Biotech & Pharmaceutical Co., Ltd. 

       

      Legal
        Representative: Wenxia Guo

       

      Signature:
        //s//
        Wenxia Guo

      


       

      Hunan
        Hua
        Yang Pharmaceutical Co. Ltd.

       

      Legal
        Representative

       

      Or
        Authorized Representative: Aibin Chen

       

      Signature:
        //s//
        Aibin Chen

       

       

      Date:
        January 19, 2006